ARKANSAS POWER & LIGHT CO
POS AMC, 1995-04-13
ELECTRIC SERVICES
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                                                 File No. 70-8001

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                            FORM U-1
             ______________________________________

                 POST-EFFECTIVE AMENDMENT NO. 2
                               TO
                    APPLICATION-DECLARATION
                             UNDER
         THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935

             ______________________________________

Arkansas Power & Light Company          Louisiana Power & Light Company
425 West Capitol Avenue                 639 Loyola Avenue
Little Rock, Arkansas 72201             New Orleans, Louisiana 70113
                                        
Mississippi Power & Light Company       New Orleans Public Service Inc.
308 East Pearl Street                   639 Loyola Avenue
Jackson, Mississippi 39201              New Orleans, Louisiana 70113

                       System Fuels, Inc.
                       639 Loyola Avenue
                  New Orleans, Louisiana 70113

         (Names of companies filing this statement and
           addresses of principal executive offices)
             ______________________________________

                      Entergy Corporation

         (Name of top registered holding company parent
                of each applicant or declarant)
             ______________________________________

                       Gerald D. McInvale
                   Senior Vice President and
                    Chief Financial Officer
                 Arkansas Power & Light Company
                    425 West Capitol Avenue
                  Little Rock, Arkansas  72201

          (Names and addresses of agents for service)
         _____________________________________________

     The Commission is also requested to send copies of any
       communications in connection with this matter to:

Laurence M. Hamric, Esq.                Thomas J. Igoe, Jr., Esq.
Denise C. Redmann, Esq                  Reid & Priest LLP
Entergy Services, Inc.                  40 West 57th Street
639 Loyola Avenue                       New York, New York  10019
New Orleans, Louisiana  70113


<PAGE>

Item 1. Description of Proposed Transactions.

          Item 1 of the Application-Declaration, as heretofore

amended, is hereby supplemented to include the following at the end of

such Item:

          "Arkansas Power & Light Company ("AP&L") is proposing to

replace its existing steel railcar fleet with aluminum railcars.  The

steel railcars are currently being used by AP&L to transport coal from

Wyoming to the two-unit White Bluff Steam Electric Station located

near Redfield, Arkansas ("White Bluff") and the two-unit Independence

Steam Electric Station located near Newark, Arkansas ("ISES").  By

replacing the steel railcars with aluminum railcars, AP&L and its

wholesale formula rate and retail customers, as well as the other 

co-owners of the stations, will realize substantial reductions in fuel 

costs.  As more fully discussed below, the cost savings would be 

significantly greater if AP&L were permitted to (a) sublease its existing 

steel railcars for up to the remainder of their respective lease terms, 

and (b) sublease the new aluminum railcars during periods when they are 

not needed to service the coal transportation requirements of White Bluff 

and ISES.  AP&L is seeking authority herein to enter into such subleasing 

transactions.



Background.

          By orders dated November 1, 1979, August 25, 1980, June 15,

1982 and May 15, 1984 (HCAR Nos. 21277, 21689, 22556 and 23309), the

Commission authorized System Fuels, Inc. ("System Fuels"), the fuel-

supply subsidiary of the Entergy System, to acquire by leveraged

lease, in four separate transactions, 2,250 100-ton rotary dump steel

railcars<FN1>.  Pursuant to the Commission's orders dated July 7, 1992

(HCAR No. 35-25576) and September 3, 1992 (HCAR No. 35-25618) in this

File, AP&L, a principal owner<FN2> and the contractual operator of White

Bluff and ISES, assumed System Fuels' rights and obligations as lessee

under the leases, effective April 30, 1993.

          In addition to authorizing the assumption by AP&L of the

leases, the Commission's July 7 and September 3, 1992 orders placed

various restrictions on AP&L's ability to sublease the steel railcars

to third-parties.  Among those restrictions were the requirement that

(a) no sublease be longer than the lesser of one year or the period

during which the railcars are not needed for the transportation of

coal to White Bluff and ISES, and (b) no more than 50% of the railcars

be subleased at any one time.

          Transportation of coal from Wyoming to White Bluff and ISES

is provided by Union Pacific Railroad and Western Railroad Properties,

Inc. (the "Railroads").  Pursuant to a rail transportation agreement

with the Railroads, AP&L provides the Railroads with the railcars

needed to transport the coal and pays the Railroads freight charges

for the coal which is transported.  As a result of recent

negotiations, the Railroads have agreed to significantly reduce their

freight charges provided that AP&L replace its existing fleet of steel

railcars with aluminum railcars.
_______________________________
<FN1> During the past 14 years, 25 of the original steel railcars were
      destroyed in derailments leaving 2,225 railcars currently in
      service.
     
<FN2> AP&L's ownership interest consists of 57 percent of White Bluff
      and 31.5 percent of ISES Unit 1.

<PAGE>

          The use of aluminum railcars has become standard in the

industry.  By using aluminum railcars, the number of trips needed to

deliver the same quantity of coal can be reduced because an aluminum

railcar can carry approximately 120 tons of coal while the maximum

load for a steel railcar is 106 tons.  By reducing the number of train

trips, the Railroads are able to significantly reduce their variable

costs by making extra crew shifts and power available for new

business.  A portion of these savings would be passed on to AP&L

through reduced freight rates.

          In order to evaluate the economic attractiveness of

replacing the steel railcars with aluminum railcars, AP&L developed a

Base Case and an Aluminum Case.  The Base Case represents the costs

associated with the continued use of the existing steel railcars until

the expiration of their respective lease terms.  In order to meet the

projected combined coal requirements for White Bluff and ISES, the

Base Case assumes the acquisition of an additional 345 aluminum

railcars in 1996 and, because of the greater hauling capacity of

aluminum railcars, the acquisition of 1,944 aluminum railcars to

replace the 2,225 steel railcars upon expiration of the existing

leases.

          The Aluminum Case represents the costs associated with the

full replacement in 1995 of the steel railcar fleet with aluminum

railcars.  As the aluminum railcars are delivered, the Aluminum Case

assumes that the existing steel railcars are either parked, subleased

or sold.

          Both the Base Case and the Aluminum Case are based on

forecasted annual deliveries of 13.5 million tons of coal and both

include the costs associated with lease payments, maintenance

requirements and freight charges for the steel and/or the aluminum

railcars.

          If AP&L were to park the entire steel railcar fleet and

continue to make rental payments in connection therewith, the cost

savings associated with the full replacement of steel railcars with

aluminum railcars in 1995 are projected to be, on a net present value

basis, $44.0 million for the initial ten years of the project (1995-

2004), and $95.1 million for the period 1995 through 2035, the year in

which the last coal unit is expected to be retired.  The portion of

these savings attributable to AP&L retail customers is estimated to be

$5 million for the initial ten years of the project and a total of

$22.0 million over the project life.

          The results of an economic evaluation and analysis

documenting these savings projections are included in a report

entitled "The Economic Analysis of Replacing the Steel Gondola Fleet

with Aluminum Prior to Lease Termination" annexed to the direct

testimony of Jeffrey G. Herndon before the Arkansas Public Service

Commission ("APSC") (see Exhibit D-3 hereto).<FN3>
_______________________________
<FN3> The Economic Analysis contains information which is subject to a
      confidentiality provision in AP&L's rail transportation agreement
      with the Railroads.  In order to comply with the confidentiality
      provision, a redacted version of the Economic Analysis was filed
      with the APSC and is filed herewith.  An unredacted version of
      the Economic Analysis was filed with the APSC Secretary's office,
      subject to a protective order.

<PAGE>


Subleasing of Existing Steel Railcars.

          As discussed above, the replacement of steel railcars with

aluminum railcars in 1995 is projected to result in substantial cost

savings even if AP&L were to park the entire steel railcar fleet and

continue to make rental payments in connection therewith.<FN4>  The cost

savings would be significantly greater, however, if AP&L were able to

offset a portion of the parking charges and rental costs by subleasing

the railcars for the remainder of their lease terms<FN5> or terminating

the railcar leases and realizing any benefits from the sale of the

railcars by the lessors.

          On February 22, 1995, the APSC issued an order permitting

AP&L to recover both the costs associated with the proposed aluminum

railcar lease as well as the costs associated with the existing steel

railcar leases (offset by the proceeds of any sublease or termination

and sale).  The APSC order provides that such costs are properly

accounted for in the Uniform System of Accounts as fuel costs in

Account 151 - Fuel Stock for all purposes under AP&L's retail fuel

adjustment clause.  Thus, any revenue received by AP&L from the

sublease or sale of the steel railcars would reduce the fuel costs

which are passed through to AP&L's retail customers on a current basis

pursuant to the fuel adjustment clause.  A copy of AP&L's application

to the APSC, as well as the APSC order approving the application, are

filed as Exhibits D-1 through D-5 hereto.
_______________________________
<FN4> Parking charges for the entire steel railcar fleet are projected
      to be $1,015,156 per year.  Lease payments under the steel
      railcar leases total approximately $8.6 million per year.
     
<FN5> The base terms of the existing steel railcar leases will expire
      over the next three to seven years (July 1, 1998, January 1,
      1999, September 1, 2000 and September 1, 2002).

<PAGE>


          In addition, AP&L intends to file an application with the

Federal Energy Regulatory Commission ("FERC") requesting confirmation

that both the costs associated with the proposed aluminum railcar

lease as well as the existing steel railcar leases are properly

accounted for as fuel costs in Account 151 - Fuel Stock for purposes

of AP&L's wholesale fuel adjustment clause.  Therefore, upon FERC

confirmation of such accounting treatment, any revenue received from

the sublease or termination and sale of the steel railcars would also

reduce the fuel costs which are passed through to AP&L's wholesale

customers.

          Due to the current strength of the steel railcar leasing

market, AP&L believes that subleasing of the steel railcars would

result in greater revenues and therefore increased cost savings than

would termination of the leases.  Moreover, termination of the leases

could trigger significant payment obligations to the lessors in 1995

if the proceeds received from the sale of the steel railcars were less

than the termination values provided for in the leases.  If, on the

other hand, AP&L were to sublease the steel railcars, any sublease

revenue received by AP&L would directly offset AP&L's total lease

obligations.

          AP&L believes that subleasing of the steel railcars would

provide a stream of income which would significantly offset the

ongoing lease costs.  If AP&L received sufficient sublease income to

offset 50 percent of the steel railcar lease payments, the net present

value of project savings would increase to $61.0 million in the first

ten years and $112.1 million for the total project life, measured in

1995 dollars for all ownership interests.  If sublease income is

sufficient to offset 100 percent of the steel railcar lease payments,

the net present value savings increase to $74.5 million in the first

ten years and $125.6 million for the project life for all ownership

interests.  See Exhibit D-3 hereto.

          In order to lock-in the favorable freight rates offered by

the Railroads, AP&L has negotiated a priority in the waiting line for

the manufacture of the aluminum railcars.  Any delay in placing a

final order with the manufacturer could jeopardize the ability of AP&L

and its ratepayers to realize the projected cost savings.

Additionally, although the market for subleasing of steel railcars is

currently very strong, if AP&L does not move expeditiously in

arranging for the sublease of its existing steel railcars, sublease

rates may decline substantially as other utilities convert to the use

of aluminum railcars and flood the sublease market with their existing

steel railcars.

          AP&L's steel railcar leases generally provide that AP&L may

not, without the prior written consent of the transaction

participants, sublease the railcars for a term that exceeds one year

or extends beyond certain specified dates.  AP&L is currently seeking

from the lessors, and expects to receive shortly, the necessary

consents to sublease the steel railcars for their remaining lease

terms.

          Because the existing steel railcars will become economically

obsolete upon acquisition of the new aluminum railcars, and in view of

the significant fuel cost reductions that would result from

subleasing, AP&L hereby requests authority to sublease all of its

existing steel railcars for up to the remainder of their respective

lease terms so long as the following conditions are met:

   A.   Each subleasing transaction shall be reported by a quarterly
        Rule 24 Certificate.
   B.   Any revenue realized from the sublease of the railcars shall
        be credited against AP&L's costs as lessee of the railcars.
        The benefit from such lower cost of leasing the railcars
        shall accrue to the owners of White Bluff and ISES on a pass-
        through basis.  Such revenues shall be reflected accordingly
        in AP&L's ratemaking provisions, except to the extent the
        regulatory authority having jurisdiction over the matters
        authorizes a different treatment.  Such revenues will be
        credited to "Fuel stock" (Account No. 151 under
        FERC's Uniform System of Accounts).  In the event AP&L
        changes its method of accounting for subleasing it will
        provide 30 days advance notice of the proposed change to the
        SEC.


Subleasing of Newly Acquired Aluminum Railcars.

          In order to satisfy the combined annual coal requirements

for White Bluff and ISES, AP&L will need to place in service 2,289

aluminum railcars.  The size of the aluminum railcar fleet has been

determined based upon the average cycle time to deliver volume

requirements to White Bluff and ISES, taking into account five percent

spare railcars and one maintenance train.  See Exhibit D-3 hereto.

          During peak hauling periods the entire aluminum railcar

fleet will be fully utilized.  However, due to changes in coal burning

forecasts, fuel prices, adjustments to the Entergy System's economic

dispatch, emergency plant outages, coal supply or railroad delivery

force majeure and other causes, there may be times when fewer than

2,289 railcars will be required to service White Bluff and ISES.

During these periods, subleasing of the aluminum railcars would

provide a stream of income which would offset AP&L's rental payment

obligations under the proposed aluminum railcar leases.  In accordance

with the accounting treatment described above, any reduction in AP&L's

rental obligations would benefit AP&L and its wholesale and retail

customers through reduced fuel expenses.

          The imposition of artificial restrictions as to the number

of railcars which may be subleased or the maximum term of any sublease

would only serve to thwart AP&L's efforts to minimize fuel costs which

are passed through to its wholesale and retail customers.  Moreover,

the imposition of such restrictions would be inconsistent with the

Commission's recent decisions in The Southern Company<FN6> and Eastern

Utilities Associates.<FN7>
_______________________________
<FN6> HCAR No. 35-26211 (December 30, 1994) (Memorandum Opinion and
      Order Authorizing Acquisition of Nonutility Subsidiary and
      Related Transactions; Reservation of Jurisdiction; and Denying
      Request for Hearing).
     
<FN7> HCAR No. 35-26232 (February 15, 1995) (Memorandum Opinion and
      Order Amending Prior Orders to Remove 50% Limitation Upon
      Activities of Energy Management Subsidiary).

<PAGE>

          In The Southern Company, the Commission permitted Southern

Communications Services, Inc., a newly-formed subsidiary of The

Southern Company ("Southern Communications"), to provide up to 80% of

the capacity of its proposed wireless digital communication system to

nonassociate companies.  Because the system would at all times remain

available for use by The Southern Company's operating subsidiaries,

the Commission determined that the use of the system by nonassociate

companies would not interfere with the use of such system by the

operating companies.  The Commission further determined that by

providing such services to nonassociate companies, Southern

Communications could recover the cost of the system, in part, from

nonassociate companies, thereby reducing the costs borne by associate

companies.

          In Eastern Utilities Associates, the Commission removed the

50% limitation it had previously imposed on EUA Cogenex Corporation

("Cogenex"), a wholly-owned subsidiary of Eastern Utilities Associates

("EUA").  In approving the acquisition of Cogenex in 1986, the

Commission had permitted Cogenex to provide energy management services

outside of New England provided that the revenues attributable to

customers outside of New England would remain less than revenues

attributable to customers within New England.  The Commission removed

the 50% limitation after determining that the provision of energy

management services was closely related to EUA's core utility business

and that the expansion of such services would not divert management

time and attention from EUA's core utility operations.  The Commission

also noted that the services provided by Cogenex have resulted in

significant benefits to EUA system consumers.

          The rationale in The Southern Company and Eastern Utilities

Associates is equally compelling in the present case.  The aluminum

railcar fleet will at all times be principally dedicated to the needs

of White Bluff and ISES.  By subleasing the railcars only during

periods of non-utilization by AP&L, the sublease transactions will in

no way interfere with the transportation requirements of White Bluff

and ISES.  Moreover, AP&L's wholesale and retail customers will

directly benefit from the sublease transactions through reduced fuel

costs.

          Further support for AP&L's proposed subleasing arrangements

may be found in a number of the Commission's "excess capacity" cases

in which utilities have been permitted to sell their excess capacity

from nonutility businesses to non-affiliates without regard to any

artificial restrictions as to the amount or nature of such sales.<FN8>
_______________________________
<FN8> See Jersey Central Power & Light Co., 37 S.E.C. Docket 1243
      (March 18, 1987) (licensing of computer programs); Indiana and
      Michigan Electric Co., et. al., 35 S.E.C. Docket 252 (March 4,
      1986) (provision of river transportation services); Consolidated
      Gas Transmission Corp., et. al., 34 S.E.C. Docket 990 (November
      20, 1985) (leasing of microwave radio facilities); National Fuel
      Gas Co., 29 S.E.C. Docket 448 (November 29, 1983) (sale of
      natural gas production); Ohio Power Co., 28 S.E.C. Docket 242
      (June 17, 1983) (provision of coal transloading services); New
      England Electric System, 24 S.E.C. Docket 229 (December 9, 1981)
      (subchartering of coal collier).

<PAGE>

          In view of the foregoing, AP&L hereby requests authority to

sublease its aluminum railcars to third parties subject to the

following restrictions:

   A.    No sublease will be longer than the period during which the
         railcars are not needed for the transportation of coal to
         White Bluff and ISES.
   B.    Each subleasing transaction shall be reported by a quarterly
         Rule 24 Certificate.
   C.    Any revenue realized from the sublease of the railcars shall
         be credited against AP&L's costs as lessee of the railcars.
         The benefit from such lower cost of leasing the railcars
         shall accrue to the owners of White Bluff and ISES on a pass-
         through basis.  Such revenues shall be reflected accordingly
         in AP&L's ratemaking provisions, except to the extent the
         regulatory authority having jurisdiction over the matters
         authorizes a different treatment.  Such revenues will be
         credited to "Fuel stock" (Account No. 151 under
         FERC's Uniform System of Accounts).  In the event AP&L
         changes its method of accounting for subleasing it will
         provide 30 days advance notice of the proposed change to the
         SEC."


Item 2. Fees, Commissions and Expenses.

          Item 2 of the Application-Declaration, as heretofore

amended, is hereby supplemented to include the following at the end of

such Item:

          "Expenses to be incurred by AP&L in connection with the

subleasing transactions proposed herein are estimated not to exceed

$97,000, including $30,000 estimated for legal fees, $65,000 estimated

for the fees of Entergy Services, Inc. and the $2,000 filing fee

payable to the Commission with respect to this Post-Effective

Amendment No. 2 to the Application-Declaration."



Item 3. Applicable Statutory Provisions.

          Item 3 of the Application-Declaration, as heretofore

amended, is hereby supplemented to include the following at the end of

such Item:

          "AP&L believes that the proposed sublease of the steel and

aluminum railcars to third parties as described herein may be subject

to Sections 9(a) and 10 of Act."



Item 4. Regulatory Approval.

          Item 4 of the Application-Declaration, as heretofore

amended, is hereby supplemented to include the following at the end of

such Item:

          "No state regulatory body or agency and no federal

commission or agency other than this Commission has jurisdiction over

the sublease transactions proposed herein.  As discussed above, by

order dated February 22, 1995 the APSC has permitted AP&L to recover

both the costs associated with the proposed aluminum railcar lease as

well as the costs associated with the existing steel railcar leases

(offset by the proceeds of any sublease or sale).  The APSC order

provides that such costs are properly accounted for in the Uniform

System of Accounts as fuel costs in Account 151-Fuel Stock for all

purposes under AP&L's retail fuel adjustment clause.  In addition,

AP&L intends to file an application with the FERC requesting confirmation

that the costs associated with both the proposed aluminum railcar

lease as well as the existing steel railcar leases are properly

accounted for as fuel costs in Account 151 - Fuel Stock for purposes

of AP&L's wholesale fuel adjustment clause."



Item 5. Procedure.

          Item 5 of the Application-Declaration, as heretofore

amended, is hereby supplemented to include the following at the end of

such Item:

          "AP&L respectfully requests that the Commission enter a

supplemental order authorizing the subleasing transactions proposed

herein as soon as practicable, but in no event later than May 15,

1995.  AP&L hereby waives a recommended decision by a hearing officer

or any other responsible officer of the Commission, agrees that the

Staff of the Division of Investment Management may assist in the

preparation of the Commission's supplemental order, and requests that

there be no waiting period between the issuance of the Commission's

supplemental order and the date it is to become effective."



Item 6. Exhibits and Financial Statements.

      a.   Exhibits
                 
           D-1   Application to the APSC (Docket No. 94-439-U)
                 
           D-2   Direct testimony of Roy A. Giangrosso before the APSC
                 
           D-3   Direct testimony of Jeffrey G. Herndon (including
                 Economic Analysis) before the APSC
                 
           D-4   Direct testimony of J. David Wright before the APSC
                 
           D-5   Order of the APSC
                 
          *F     Opinion(s) of Counsel
                 
           G     Financial Data Schedule
                 
           H     Suggested form of notice of proposed transactions for
                 publication in the Federal Register
                 
     b.   Financial Statements:
                 
          -      Financial Statements of AP&L and Entergy Corporation and
                 subsidiaries, consolidated, each as of December 31,
                 1994.
                 
          -      Notes to financial statements of AP&L and Entergy
                 Corporation and subsidiaries, consolidated, included in
                 the Annual Report on Form 10-K for the fiscal year ended
                 December 31, 1994 (filed in File Nos. 1-10764 and 1-
                 11299, respectively, and incorporated herein by
                 reference).


          Except as reflected in the financial statements (including

the notes thereto) there have been no material changes, not in the

ordinary course of business, with respect to AP&L or Entergy

Corporation that have taken place since December  31, 1994.

_________________________________________

*  To be supplied by amendment.

<PAGE>

Item 7. Information as to Environmental Effects.



     a.   As more fully described in Item 1, the proposed transactions

subject to the jurisdiction of the Commission involve the subleasing

of railcars and, as such, do not involve a major Federal action having

a significant impact on the human environment.

     b.   Not applicable.


<PAGE>

                           SIGNATURES



          Pursuant to the requirements of the Public Utility Holding

Company Act of 1935, as amended, the undersigned companies have duly

caused this statement to be signed on their behalf by the undersigned

thereunto duly authorized.



                              ARKANSAS POWER & LIGHT COMPANY
                              LOUISIANA POWER & LIGHT COMPANY
                              MISSISSIPPI POWER & LIGHT COMPANY
                              NEW ORLEANS PUBLIC SERVICE INC.
                              SYSTEM FUELS, INC.


                              By:   /s/ Gerald D. McInvale
                                       Gerald D. McInvale
                                   Senior Vice President and
                                    Chief Financial Officer

Dated:    April 12, 1995
     
     
     
     


<PAGE>                                          
                           
                                            Exhibit D-1
                           
                      BEFORE THE

          ARKANSAS PUBLIC SERVICE COMMISSION




IN THE MATTER OF THE        )
APPLICATION OF ARKANSAS     )
POWER & LIGHT COMPANY FOR   )      DOCKET NO. 94-_____-U
APPROVAL OF ACCOUNTING      )
PROCEDURES FOR COAL COSTS   )
                           
                           
                           
                           
     APPLICATION OF ARKANSAS POWER & LIGHT COMPANY

      COMES  Arkansas Power & Light Company ("AP&L"  or

the "Company"), and for its Application states:



      1.    This Application is filed pursuant to  Rule

4.04 of the Arkansas Public Service Commission Rules of

Practice  and Procedure and the Commission order  dated

April  10,  1979,  in Docket No. U-2989  in  which  the

Arkansas  Public  Service  Commission  ("APSC"  or  the

"Commission")  adopted the uniform system  of  accounts

and  regulations governing the preservation of  records

promulgated by the Federal Energy Regulatory Commission

("FERC"),   the  National  Association  of   Regulatory

Utility  Commissioners  and the Federal  Communications

Commission  relative  to  electric,  gas,   water   and

telephone utilities.



      2.    AP&L  is a corporation organized under  the

laws of the State of Arkansas.  A copy of the Company's

Articles   of  Incorporation  is  on  file   with   the

Commission and is incorporated herein by reference.



     3.   The subject matter of this Application is the

accounting   treatment,  for  purposes  of   the   Fuel

Adjustment  Clause  Rate  Rider  Schedule  M27   ("Fuel

Adjustment  Clause"), associated with a proposed  lease

of  aluminum  railcars,  or gondolas,  to  replace  the

existing  fleet of leased steel gondolas that are  used

to  transport coal for use as fuel in the  White  Bluff

Steam Electric Station ("White Bluff") and Independence

Steam Electric Station ("ISES").



      4.   These two generating stations, each of which

consists  of  two  nominally rated  800  MW  coal-fired

generating stations, are operated by AP&L.  The Company

has  partial ownership in White Bluff Units 1 and 2 and

ISES  Unit  1.  As more fully described in  the  direct

testimony  of Mr. Roy Giangrosso, coal for White  Bluff

and  ISES  is  supplied under contractual  arrangements

with  Kerr  McGee Coal Corporation and  North  Antelope

Coal  Company, respectively, from mines located in  the

Powder River Basin in Wyoming and, in small quantities,

from spot purchases on the open market.



      5.   Transportation of the coal from the mines in

Wyoming   to   the  generating  stations  in   Arkansas

currently   is   provided   pursuant   to   contractual

arrangements  with  Union Pacific  System  and  Western

Railroad  Properties,  Inc. (the  "Railroads").   As  a

result of negotiations with the Railroads, AP&L has the

opportunity    to   enter   into   an   amended    rail

transportation  agreement  that  provides   significant

reductions   in   coal   transportation   rates.    The

amendment,  however, is dependent upon  AP&L  obtaining

aluminum railcars, which are significantly lighter than

the existing steel railcars and can carry more coal per

railcar.   The  terms and conditions of  this  proposed

amendment  are  more  fully  described  in  the  direct

testimony of Mr. Giangrosso.



      6.    The proposed lease of aluminum gondolas and

the   resulting   decrease  in   transportation   rates

negotiated  with  the Railroads is  projected  to  save

$95.1  million  on a net present value  basis  for  the

period  1995 through 2035, the year in which  the  last

coal  unit  retires.   The  portion  of  these  savings

attributable  to AP&L retail customers is estimated  to

be   $22.0   million.   The  results  of  an   economic

evaluation  and  analysis  documenting  these   savings

projections  are  included, in redacted  form,  in  the

direct  testimony of Mr. Jeffrey G. Herndon.  A  Motion

for   Protective  Order  accompanies  this  Application

seeking  Commission authorization to  file  this  study

under   seal  so  as  to  comply  with  confidentiality

provisions  in  an  agreement  between  AP&L  and   the

Railroads.



      7.    The projected savings represent the net  of

costs  associated  with  the existing  lease  of  steel

railcars  at  the  existing contractual  transportation

rate  as  compared  to the proposed lease  of  aluminum

railcars at the new transportation rate negotiated with

the Railroads.  These savings assume that all the costs

of  the existing steel railcars leases will continue to

be  treated  as  fuel expense for  the  life  of  these

leases.   These savings could be enhanced by  sub-lease

of the existing steel railcars to others or net benefit

of  lease  termination after sale of the steel railcars

to others by the lessor.  As described in the testimony

of  Mr. J. David Wright, the Company believes that  the

costs  associated with the aluminum railcar lease,  the

existing steel railcar lease and any offset thereto due

to  disposition  of  the existing steel  railcars,  are

properly  accounted  for  in  the  Uniform  System   of

Accounts as fuel expenses in Account 501 - Fuel for all

purposes  under  the Company's Fuel Adjustment  Clause.

AP&L seeks a ruling from the Commission confirming  the

Company's  interpretation before  it  enters  into  the

aluminum railcar lease and related obligations  or,  in

the alternative, a waiver of, and permission to deviate

from, such accounting requirements.



      8.   Approval of the Company's Application is  in

the  public  interest  because it  would  significantly

reduce  coal costs which are passed through  to  AP&L's

customers   on  a  current  basis  through   the   Fuel

Adjustment  Clause.   Absent the  accounting  treatment

described  above, the project will not be  economically

feasible.

      9.    AP&L requests that the service list in this

proceeding include:



          James P. Herden
          Director, Regulatory Affairs
          Arkansas Power & Light Company
          P.O. Box 551
          Little Rock, AR  72203
          (501) 377-4475
          
          Edward B. Dillon, Jr.
          Mitchell, Williams, Selig, Gates & Woodyard
          320 West Capitol Avenue, Suite 1000
          Little Rock, AR  72201
          (501) 688-8800


       WHEREFORE,   AP&L  respectfully   requests   the

Commission  to issue an order approving the  accounting

treatment  for  the  proposed  aluminum  gondola  lease

described  herein or, in the alternative, a waiver  of,

and   permission  to  deviate  from,  such   accounting

requirements, and for all other appropriate relief.



                 Respectfully submitted,

                 ARKANSAS POWER & LIGHT COMPANY



                 By:

                    Steven K. Strickland
                    Coordinator, Regulatory Affairs


c:   Mr. Louis H. Fish
     Vice President
     Power Supply & Delivery
     Arkansas Electric Cooperative Corp.
     P.O. Box 194208
     Little Rock, AR  72219-4208

     Mr. William Hegeman
     General Manager
     Conway Corporation
     P.O. Box 99
     Conway, AR  72032

     Mr. James Reed, Manager
     City Water & Light Plant
     400 East Monroe
     Jonesboro, AR  72401

     Mayor Charles R. Kennemore
     City of Osceola
     P.O. Box 443
     Osceola, AR  72370

     Mr. William H. Johnson
     General Manager
     West Memphis Utility Commission
     P.O. Box 1868
     West Memphis, AR  72301

     Mr. Max Sherman
     Manager, EPI Business Development
     900 South Shackleford, Suite 210
     Little Rock, AR  72211

                           

                CERTIFICATE OF SERVICE

                           

      I, Steven K. Strickland, do hereby certify that a
copy  of the foregoing has been served upon all parties
of record this 13th day of December 1994.


                         __________________________
                              Steven K. Strickland


<PAGE>


                                              Exhibit D-2

                       BEFORE THE

           ARKANSAS PUBLIC SERVICE COMMISSION




IN THE MATTER OF THE        )
APPLICATION OF ARKANSAS     )
POWER & LIGHT COMPANY FOR   )      DOCKET NO. 94-_____-U
APPROVAL OF ACCOUNTING      )
PROCEDURES FOR COAL COSTS   )
                            
                            
                            
                            
                            
                    DIRECT TESTIMONY
                           OF 
                    ROY A. GIANGROSSO
                  DIRECTOR, COAL SUPPLY
                  ENTERGY SERVICES, INC.

                            

                            

                      ON BEHALF OF

             ARKANSAS POWER & LIGHT COMPANY

                            





DECEMBER 13, 1994

<PAGE>

Q.   PLEASE STATE YOUR NAME AND BUSINESS ADDRESS.

A.   Roy  A.  Giangrosso.   My business  address  Entergy

     Services,  Inc.,  P.  O. Box 2951,  Beaumont,  Texas

     77704.



Q    PLEASE    DESCRIBE   YOUR   WORK   AND   EDUCATIONAL

     EXPERIENCE.

A.   I  hold  a  Bachelor of Science degree in Electrical

     Engineering    from   University   of   Southwestern

     Louisiana,  a  Master  of  Engineering  degree  from

     Tulane  University and have completed  further  post

     graduate studies in business and finance.   I  am  a

     Registered  Professional  Engineer  in   civil   and

     electrical engineering in the state of Louisiana and

     a  Registered Professional Engineer in the state  of

     Mississippi.   I  joined  the  Entergy   System   as

     Assistant   Engineer   in  the   NOPSI   Engineering

     Department  in 1965.  In 1972, I became an  Engineer

     in  NOPSI's  Electric System Planning Division.   In

     1978, I became a Senior Engineer in the newly formed

     Energy Procurement Department of NOPSI.  In 1980,  I

     was   named   manager  of  the  Energy   Procurement

     Department.   This department had the responsibility

     of  planning,  acquiring, and managing NOPSI's  fuel

     supplies.   Upon functional consolidation  of  NOPSI

     and LP&L, the name of the department was changed  to

     Fossil  Fuel  Supply.  I was named Director,  Fossil

     Fuel Supply in 1985.  Effective January 1, 1991, all

     System  fuel  matters were consolidated  at  Entergy

     Services,  Inc., ("ESI") in the newly created  Fuels

     Management  Department.  At that time  I  was  named

     Director of Gas Supply.  On April 1, 1992, I  became

     Director  of  Coal  Supply in a managerial  rotation

     within the fuels management organization of ESI, and

     effective October 1, 1993, I reassumed the  position

     of  Director of Gas Supply.  On January 1,  1994,  I

     assumed    responsibility   for   coal   acquisition

     activities  in  the newly created Fuels  and  System

     Operations Department of ESI.



Q.   WHAT ARE YOUR RESPONSIBILITIES IN THIS POSITION?

A.   In   my  current  position,  I  am  responsible  for

     directing  the  activities of coal  acquisition  and

     supply  for Entergy System operating companies  that

     have coal operations or ownership in coal plants  --

     Arkansas  Power  &  Light  Company  ("AP&L"  or  the

     "Company"),  Gulf States Utilities, and  Mississippi

     Power & Light Company.



Q.   ON WHOSE BEHALF ARE YOU SUBMITTING THIS TESTIMONY?

A.   I am submitting this testimony on behalf of AP&L.



Q.   WHAT IS THE PURPOSE OF YOUR TESTIMONY?

A.   I  will  provide an overview of AP&L's  proposal  to

     enter   into  a  lease  arrangement  with  Johnstown

     America  Corp. for aluminum rail cars that would  be

     utilized  to  transport coal  from  mines  currently

     under contract to provide coal for fuel to the White

     Bluff  Steam  Electric Station ("White  Bluff")  and

     Independence  Steam Electric Station  ("ISES").   In

     addition,   Mr.  Jeff  Herndon,  ESI  Senior   Fuels

     Planning Engineer, will provide testimony describing

     his   analysis  and  evaluation  demonstrating   the

     economic advantages to AP&L, its customers  and  co-

     owners  of leasing aluminum railcars.  Finally,  Mr.

     David  Wright, ESI Manager of Regulatory Accounting,

     will  describe the proposed accounting treatment  of

     these costs.



Q.   PLEASE  DESCRIBE AP&L'S CURRENT USE OF COAL AND  THE

     EXISTING COAL TRANSPORTATION ARRANGEMENTS.

A.   White  Bluff  and ISES each has two nominal  800  MW

     generating  units fueled primarily by  Powder  River

     Basin coal from Wyoming.  AP&L operates these plants

     on  its own behalf and on behalf of its co-owners in

     the  plants.  AP&L's ownership interest consists  of

     57  percent of White Bluff and 31.5 percent of  ISES

     Unit 1.

           Current  fuel forecasts estimate the  combined

     coal   requirements   for   both   plants   to    be

     approximately 13.5 million tons annually.  Two long-

     term  coal supply contracts for coal from the Powder

     River  Basin  region form the basis of supply.   The

     Kerr  McGee Jacobs Ranch Mine Coal Supply  Agreement

     was executed as the primary supply for White Bluff's

     requirements.  The North Antelope Coal Company North

     Antelope Mine Coal Supply Agreement was executed  to

     be  the  primary supply for ISES' coal requirements.

     Together, these two contracts will supply between 10

     to   11  million  tons  annually.   Additional  coal

     supplies  to  meet the anticipated 13.5 million  ton

     annual  requirement will be purchased  on  the  spot

     market from sources having acceptable quality coal.

          Coal transportation from the Powder River Basin

     to  White  Bluff and ISES is provided in  unit-train

     service  by Western Railroad Properties,  Inc.,  and

     Union    Pacific    Railroad   (collectively,    the

     "Railroads").   A  coal unit-train is  approximately

     115 railcars or gondolas loaded with coal having the

     same destination.  A fleet of  2,225 steel gondolas,

     supplemented   by  additional  lease   gondolas   as

     required,  is provided by AP&L to the Railroads  for

     unit-train makeup.  Approximately 20 unit-train sets

     with spares and maintenance gondolas are required to

     move 13.5 million tons per year.



Q.   WHAT  IS  THE ADVANTAGE OF USING ALUMINUM RAIL  CARS

     FOR TRANSPORTATION OF COAL?

A.   The  advantage to AP&L and its customers is  reduced

     freight costs.  The use of aluminum gondolas in this

     same  service would reduce the total number of train

     trips  needed  to deliver the same amount  of  coal.

     Aluminum  gondolas carry approximately 120  tons  of

     coal in each gondola while the maximum load for  the

     current  steel gondolas is 106 tons.  The  Railroads

     save the variable cost on the unit-trains not moved.

     In  addition, the Railroads free up power and  crews

     to  move  new business at minimal cost.  Because  of

     the  savings  realized by the  Railroads,  they  are

     willing  to  share  some of the  savings  with  AP&L

     through reduced freight rates.



Q.   YOU  STATED EARLIER THAT THE LEASE AGREEMENTS ON THE

     EXISTING  STEEL RAIL CAR FLEET DO NOT  EXPIRE  UNTIL

     VARIOUS DATES IN 1999 TO 2002.  WHAT WILL BECOME  OF

     AP&L'S OBLIGATIONS UNDER THESE LEASES?

A.   Unless  these leases are terminated, the obligations

     under  the  leases  will continue  in  effect  until

     expiration.  We will diligently pursue a sublease or

     sale  of  the  steel railcars or other avenues  that

     will  either provide a stream of income  or  a  cash

     payment  to fully or partially offset the continuing

     payment   obligation   or  the   lease   termination

     payments.  The worst-case scenario would be that  no

     income could be generated from sublease of the steel

     railcars and the lease payments would continue until

     lease  expiration.   Even in this  worst  case,  the

     economic  analysis,  which  will  be  discussed   in

     greater  detail  in Mr. Herndon's  testimony,  still

     shows  a  positive net present value  with  positive

     estimated annual cash flows in each year.



Q.   HOW  WILL  AP&L'S CUSTOMERS BENEFIT BY  THE  COMPANY

     ENTERING  INTO  LEASE AGREEMENTS FOR  ALUMINUM  RAIL

     CARS  WHILE  CONTINUING TO BE  OBLIGATED  UNDER  THE

     LEASE AGREEMENTS FOR THE EXISTING STEEL CAR FLEET?

A.   The total cost associated with the transportation of

     coal   in  unit-train  service  includes  (1)  lease

     payment costs for gondolas, (2) maintenance costs on

     the  gondolas, and (3) freight cost paid to move the

     product.  These three cost components are calculated

     for a Base Case, wherein the steel gondolas are used

     until  lease  expiration  and  then  replaced   with

     aluminum  gondolas  for the remaining  life  of  the

     project,  and an Aluminum Gondola Case, wherein  new

     aluminum gondolas are purchased in 1995 and used  to

     transport  coal for the remaining project  life.   A

     freight  cost  reduction is applied to  the  freight

     cost of the Aluminum Gondola Case as provided by the

     Railroads.  The difference in total cost between the

     Base  Case  and the Aluminum Gondola Case represents

     the savings associated with using aluminum gondolas.

     For  an assumed annual movement of 13.5 million tons

     and  no subleasing income, the net present value  of

     this  project  for  the first  ten  years  is  $44.0

     million or a total of $95.1 million over the project

     life,   all  in  1995  dollars,  for  all  ownership

     interests.   If  one  assumes sufficient  income  to

     offset  50  percent  of  the  steel  gondola   lease

     payments, the net present value increases  to  $61.0

     million  in the first ten  years and $112.1  million

     for  the total project life, again measured in  1995

     dollars  for all ownership interests.  If sufficient

     income  is  assumed  to offset  100%  of  the  steel

     gondola  lease  payments,  the  net  present   value

     increases  to $74.5 million in the first  ten  years

     and  $125.6 million for project life total  for  all

     ownership   interests.   Even   with   the   extreme

     assumption of no subleasing income, all annual  cash

     flow  differences  between the  Base  Case  and  the

     Aluminum Gondola Case are positive.

            AP&L  would  share  in  these  total  savings

     according to its energy usage and ownership interest

     in  the  coal  plants.  Specifically, the  Company's

     retail  customers would realize in  1995  dollars  a

     projected net present value for the first ten  years

     of $5.0 million or a total of $22.0 million over the

     project  life,  assuming no  income  to  offset  the

     existing steel railcar lease costs.  A more detailed

     description   of   the   economic   advantages   and

     derivation  of  these projected  savings  in  AP&L's

     proposal  is  contained  in  the  testimony  of  Mr.

     Herndon.



Q.   WHAT  ARE  THE RISKS ASSOCIATED WITH AP&L'S ENTERING

     INTO  THE LEASING ARRANGEMENTS FOR THE ALUMINUM RAIL

     CARS?

A.   The freight rate reduction provided by the Railroads

     for  aluminum  gondola  use is  applied  in  a  tier

     pricing arrangement weighted heavily to high  annual

     deliveries.  If the requirements at White Bluff  and

     ISES  were  to  become less than the estimated  13.5

     million  tons annually, then the amount  of  savings

     available  to  this project would  be  reduced.   In

     addition,  sublease or sale income for the  existing

     steel  railcars is limited to what the  market  will

     bear.   Currently, the sub-leasing market  is  quite

     attractive.    However,  the  marketing   of   2,225

     gondolas  is  expected to have  some  downward  bias

     impact on this market, resulting in driving down the

     potential income.



Q.   WHY  SHOULD THE COSTS OF THIS SECOND LEASE BE FLOWED

     THROUGH  THE  FUEL  ADJUSTMENT  CLAUSE  AS  A   FUEL

     EXPENSE?

A.   As  is described in the testimony of Mr. Wright, the

     costs  associated  with the lease  of  the  aluminum

     railcars  would  be  classified as  a  fuel  related

     expense.   Because of this and because the  combined

     net   effect  is  a  lower  fuel  expense,   it   is

     appropriate to flow these costs through AP&L's  Fuel

     Adjustment   Clause  Rider  M27  ("Fuel   Adjustment

     Clause") in AP&L's electric rates.  In addition,  by

     using  the Fuel Adjustment Clause, the savings  from

     the  lease  of aluminum rail cars will automatically

     flow through to AP&L's customers.

            Further,  the  project  is  not  economically

     feasible  to AP&L unless it can continue to  recover

     the  existing  lease  cost of  the  steel  railcars,

     offset by any income from disposition of these steel

     railcars,  in addition to recovering the lease  cost

     of  the  new  aluminum railcars.  Without Commission

     approval  of  the requested accounting treatment  of

     these  lease  costs, AP&L would not have  sufficient

     assurance that its costs would be recovered to allow

     it to enter into the agreements that would result in

     these significant savings for its customers.



Q.   IS TIMING A CONSIDERATION IN YOUR ABILITY TO REALIZE

     THESE SAVINGS?

A.   Yes.   The AP&L and Entergy boards of directors have

     approved   this  project  subject  to  our  securing

     regulatory  concurrence of the  proposed  accounting

     treatment  with  the  APSC.  We  have  negotiated  a

     priority  in  the waiting line with the manufacturer

     of  the  aluminum  railcars that is  dependent  upon

     approval of this Application.  If we do not  proceed

     with  a  final order of the aluminum railcars  in  a

     timely fashion, then we will lose our place in  line

     which would endanger our ability to provide aluminum

     railcars  by August 1, 1995, in compliance with  our

     agreement   for   lower  freight  rates   from   the

     Railroads.   In  addition,  any  delay  may  have  a

     significant  effect  upon the  lease  rates  of  the

     aluminum  cars and other cost variables,  especially

     the  market  for  sub-lease of  our  existing  steel

     railcars.    We   know  that  other  utilities   are

     examining conversion to aluminum railcars  and  that

     many  steel  railcars are about  to  come  into  the

     secondary  lease  market.  The market  now  is  very

     strong, but if we do not act soon, the market  price

     for  sub-lease  of our existing steel railcars  will

     decline  substantially.  For this  reason,  we  have

     asked for expedited treatment of this Application.



Q.   DOES THIS CONCLUDE YOUR TESTIMONY AT THIS TIME?

A.   Yes.



<PAGE>

                                                           

                                                Exhibit D-3

                        BEFORE THE

            ARKANSAS PUBLIC SERVICE COMMISSION




IN THE MATTER OF THE        )
APPLICATION OF ARKANSAS     )
POWER & LIGHT COMPANY FOR   )      DOCKET NO. 94-_____-U
APPROVAL OF ACCOUNTING      )
PROCEDURES FOR COAL COSTS   )
                             
                             
                             
                             
                             
                             
                     DIRECT TESTIMONY

                            OF

                    JEFFREY G. HERNDON

              SENIOR FUELS PLANNING ENGINEER

                  ENTERGY SERVICES, INC.

                             

                             

                       ON BEHALF OF

              ARKANSAS POWER & LIGHT COMPANY

                             





DECEMBER 13, 1994


<PAGE>

Q.   PLEASE STATE YOUR NAME AND BUSINESS ADDRESS.

A.   Jeffrey  G.  Herndon.  My business address is  Entergy

     Services, Inc., P.O. Box 2951, Beaumont, TX  77704.



Q    PLEASE DESCRIBE YOUR WORK AND EDUCATIONAL EXPERIENCE.

A.   I   hold  a  Bachelor  of  Science  Degree  from   the

     University  of  Missouri  -  Rolla  Campus.   I  am  a

     Registered  Professional Engineer in civil engineering

     in  the  states of Illinois and Louisiana.   I  joined

     Peabody  Coal  Company in 1976. As Field  Engineer,  I

     provided  support  engineering services  to  operating

     coal  mines in southern Illinois.  In 1978,  I  joined

     System  Fuels,  Inc. ("SFI"), the fuels subsidiary  of

     the  Operating Companies of Entergy Corp., then Middle

     South   Utilities.    My  duties   at   SFI   included

     performance   of  financial  analyses   for   proposed

     projects,  contract  negotiation  support   for   fuel

     contract negotiations and mine engineering support for

     the    North    Antelope   Coal    Supply    Agreement

     administration.  In 1986, SFI elected to  release  its

     employees to other Entergy subsidiaries.  As a result,

     I  reported  to the Engineering Department  at  Middle

     South  Services, Inc. (now Entergy Services,  Inc.  or

     "ESI").  My duties as technical and analytical support

     of  coal  acquisition  and  transportation  operations

     continued.   I assumed my current position  as  Senior

     Fuels  Planning Engineer on August 1, 1988.   In  this

     position, I develop strategic fuel utilization  plans,

     perform   project  analysis,  develop  fuel  inventory

     strategies  and analyze alternative fuel opportunities

     for the Entergy System.



Q.   ON WHOSE BEHALF ARE YOU PRESENTING THIS TESTIMONY?

A.   I  am  presenting this testimony on behalf of Arkansas

     Power & Light Company ("AP&L" or the "Company").



Q.   WHAT IS THE PURPOSE OF YOUR TESTIMONY?

A.   I  will describe the results of my economic evaluation

     of  AP&L's  entering into a lease of 120-ton  aluminum

     railcars   for  transportation  of  coal  to   replace

     existing  106-ton  steel  railcars  in  the  Company's

     capacity as operator of the White Bluff Steam Electric

     Station  ("White  Bluff") and the  Independence  Steam

     Electric   Station   ("ISES").   These   results   are

     presented in the report entitled The Economic Analysis

     of  Replacing  the Steel Gondola Fleet  with  Aluminum

     Prior  to Lease Termination (the "Study").  The  Study

     contains   information   which   is   subject   to   a

     confidentiality   provision  in   the   Interim   Rail

     Transportation   Agreement  between   AP&L   and   the

     Railroads  dated October 1, 1991.  In order to  comply

     with  these confidentiality provisions, AP&L has filed

     a  Motion for Protective Order with its Application in

     this  Docket seeking to file the Study under seal.   A

     redacted version of the Study accompanies my testimony

     as AP&L Exhibit JGH-1.



Q.   PLEASE  DESCRIBE  YOUR  ECONOMIC  EVALUATION  OF   THE

     PROPOSED LEASE OF ALUMINUM RAILCARS.

A.   In  order  to evaluate the economic attractiveness  of

     providing aluminum gondolas, costs for a Base Case and

     an  Aluminum  Gondola Case were developed.   The  Base

     Case represents what would happen if AP&L continued to

     lease  and  use the existing steel railcars until  the

     present   leases  expire.   To  meet  projections   of

     increased coal capacity needs, an additional fleet  of

     544  steel gondolas was leased for a two-year  period.

     The   Base  Case  also  assumes  that  345  additional

     aluminum gondolas will be acquired in 1996 to  satisfy

     this  increased capacity need for the long term.   The

     use of these aluminum gondolas is assumed to result in

     some freight rate reduction, but not nearly as much as

     the  reduction  that is available for wholesale  fleet

     change-out of the existing steel railcars for aluminum

     railcars.

           The  Base Case also assumes that as the existing

     steel  gondola  leases  expire,  replacement  aluminum

     gondola  leases are acquired.  Fewer aluminum gondolas

     are  needed  to replace the steel gondolas because  of

     the greater hauling capacity of the aluminum gondolas.

     Between  the  years  1998  and  2004,  1,944  aluminum

     gondolas  replace 2,225 steel gondolas as the existing

     steel  railcar  leases expire.   With  the  previously

     acquired  345  aluminum gondolas,  the  transportation

     capacity  is sufficient to haul 13.5 million tons  per

     year.  While there is no guarantee that there would be

     any  future freight rate reduction, it is assumed that

     the  freight  rate reduction for aluminum gondolas  in

     the  Base  Case  is 60% of the freight rate  reduction

     available  for the Aluminum Gondola Case  because  the

     Base  Case  is not burdened with the cost of  existing

     gondola lease payments.

           The  Aluminum Gondola Case assumes new  aluminum

     gondola  leases will be acquired in the year  1995  to

     move  White Bluff and ISES coal requirements.  To move

     the  anticipated tonnage requirement,  2,289  aluminum

     gondolas  are  leased.   The  existing  steel  gondola

     leases are allowed to continue until lease expiration.

     The  existing  steel fleet plus the 544 steel  gondola

     addition  are  parked  until their  respective  leases

     expire.   A  parking charge is included at  $1.25  per

     gondola per day for the steel gondolas  A freight rate

     reduction  has  been  obtained for  coal  movement  in

     aluminum  gondolas.  The freight cost for the Aluminum

     Gondola  Case  is  completely  based  on  the  reduced

     aluminum  freight  rates beginning in  1996.   Because

     there  are both aluminum and steel gondolas in use  in

     1995,  the  freight cost in 1995 is based on proration

     of  steel and aluminum freight rates for the first  10

     million tons and only aluminum freight rates above  10

     million tons.



Q.   WHAT  TYPES  OF COSTS ARE INCLUDED IN YOUR  EVALUATION

     FOR THE BASE CASE AND THE ALUMINUM GONDOLA CASE?

A.   The  cost  to  transport coal from the coal  field  in

     Wyoming  to  the power plants in Arkansas  for  either

     case  can be divided into three categories.  The first

     category  includes  all  costs associated  with  lease

     payments  for all existing AP&L steel and/or  aluminum

     railcars  or  gondolas.  The second category  includes

     all  costs to maintain and operate these steel  and/or

     aluminum  gondolas.   The last category  includes  all

     freight costs paid to the railroads.  The sum of these

     three category costs represents the total cost for the

     respective case.

          The lease costs for the Aluminum Gondola Case are

     substantially  greater than the lease costs  contained

     in  the  Base  Case because the Aluminum Gondola  Case

     includes the cost for both the existing steel  gondola

     and  the  new  aluminum gondola  fleets.   Maintenance

     costs  for this second case include maintenance  costs

     for   aluminum  gondolas,  which  are  equal  to   the

     maintenance costs for steel gondolas, except  for  the

     lower  maintenace costs for new aluminum  gondolas  in

     the  maintenance  build-up period.   However,  freight

     rates  for  aluminum  gondolas are significantly  less

     than   steel   gondola  freight  rates.   These   rate

     reductions are applied in accordance with the schedule

     of aluminum cars being placed into service.



Q.   PLEASE  DESCRIBE  THE DEVELOPMENT OF THE  LEASE  COSTS

     THAT WENT INTO YOUR EVALUATION.

A.   Lease   payments  are  developed  from  lease  capital

     estimates  and  lease rental factors.   Lease  capital

     estimates are based on $51,000 per railcar.   We  have

     received  quotations  for new aluminum  gondolas  from

     three manufacturers at approximately that cost.  Refer

     to  Schedule 1 of the Study for pricing and production

     scheduling  for new aluminum gondolas.  We  have  also

     received  a  Letter  of Intent from Johnstown  America

     Corp.   (previously   Bethlehem  Steel   Freight   Car

     Division)  for delivery of new aluminum  gondolas  for

     under  $50,000  per railcar.  The lease rental  factor

     was  provided by the ESI Corporate Finance  Department

     as  representative  of  20-year  lease  terms  in  the

     current capital lease market.



Q.   PLEASE   DESCRIBE  THE  WAY  IN  WHICH   YOU   MODELED

     MAINTENANCE COSTS IN YOUR STUDY.

A.   Maintenance  costs  are assumed to  be  the  same  for

     aluminum  and steel gondolas loaded greater  than  100

     tons.   On  the  basis  of 1993 maintenance  cost  and

     increased  by  30 percent for heavier loading,  $2,920

     per  year (1993 dollars) per gondola is assumed.   New

     gondolas,  however,  have a six-year  break-in  period

     where  the  maintenance cost is less than the  typical

     cost   of  an  older  gondola.   In  the  Base   Case,

     maintenance  costs  for  the steel  gondolas  continue

     through  lease expiration.  The 345 aluminum  gondolas

     that  would be acquired in 1996 would start a six-year

     maintenance  build-up period beginning in  1996.   The

     1,944  replacement aluminum gondolas acquired  as  the

     steel   gondola   leases  expire  start   a   six-year

     maintenance  build  up period beginning  the  year  of

     acquisition.  By the year 2008, all maintenance build-

     up periods have past.



Q.   WHAT  IS THE BASIS FOR YOUR ESTIMATES OF FREIGHT RATES

     IN YOUR EVALUATION?

A.   For  the Base Case, steel gondola and aluminum gondola

     freight rates are used in proportion to the percentage

     of  total  gondolas in a given year.  For example,  in

     1996  the  Base Case assumes a fleet of  345  aluminum

     gondolas  and  2,339 steel gondolas.   Therefore,  the

     freight  cost  is  based on 12.854%  aluminum  gondola

     rates   and   87.146%  steel  gondola   rates.    This

     proportional  pricing is used through  the  year  2002

     when  the last steel gondola is in use.  For all years

     beyond  2002,  the  freight  cost  is  based  on  100%

     aluminum  gondola  rates.   As  stated  earlier,   the

     aluminum  gondola freight rates in the Base  Case  are

     assumed  to be greater than the Aluminum Gondola  Case

     freight rates.

           The  freight rates for the Aluminum Gondola Case

     have  been agreed to in negotiations with our  current

     transportation suppliers.



Q.   WHO  CURRENTLY PROVIDES TRANSPORTATION  FOR  THE  COAL

     RAILCARS?

A.   The  Western Railroad Properties, Inc. and  the  Union

     Pacific Railroad (the "Railroads") transport coal  for

     AP&L.



Q.   WHY HAVE THEY OFFERED REDUCED FREIGHT RATES TO AP&L?

A.   The Railroads have offered a freight rate reduction to

     AP&L  if  the coal movement would be made in  aluminum

     gondolas.   The  Railroads benefit  from  the  use  of

     aluminum gondolas because fewer trains move to deliver

     the  same quantity of coal.  This is a benefit to  the

     Railroads  because extra crew shifts and  extra  power

     are  made  available for new business.   This  benefit

     only  becomes available to the railroads  through  the

     use of aluminum gondolas.  Because AP&L is responsible

     for  providing  gondolas  to the  Railroads  for  this

     movement, the Railroads need to provide some incentive

     to AP&L to make the replacement attractive.



Q.   WHAT  IS  THE  RESULT OF YOUR EVALUATION OF  THE  BASE

     CASE?

A.   Detailed  annual cash flow projections  for  the  Base

     Case  are  found  in Schedule 7 to  the  Study.   This

     Schedule  shows  the total cost estimated  for  lease,

     maintenance  and  freight costs  for  the  Base  Case.

     Total  lease costs include 1) lease payments  for  the

     existing  steel gondolas, 2) rental payments  for  the

     544  additional  steel gondolas  currently  in  AP&L's

     control,  3)  lease  payments  for  the  345  aluminum

     gondolas  needed for capacity expansion  that  replace

     the  544 steel gondolas in 1996, and 4) lease payments

     for  the  1,944 aluminum gondolas purchased  when  the

     steel  railcar  leases expire.  The total  maintenance

     costs  include 1) estimated maintenance cost  for  the

     existing  steel gondolas through lease expiration,  2)

     maintenance payment requirements on the 544 additional

     steel gondolas, 3) maintenance cost estimates for  the

     345  new aluminum gondolas purchased in 1996,  and  4)

     maintenance  cost  estimates  for  the  new   aluminum

     gondolas purchased as the steel gondola leases expire.



Q.   PLEASE  DESCRIBE  THE RESULTS OF THE ALUMINUM  GONDOLA

     CASE EVALUATION?

A.   Cash  flows for the Aluminum Gondola Case are  treated

     similarly  to  the Base Case cash  flows.     Detailed

     annual  cash flow projections for the Aluminum Gondola

     Case  are  found  in Schedule 8 to  the  Study.   This

     Schedule contains the total cost estimates for  lease,

     maintenance and freight costs for the Aluminum Gondola

     Case.  Total lease costs include 1) lease payments for

     the  existing  steel gondolas, 2) rental payments  for

     the  544 additional steel gondolas currently in AP&L's

     control,  and  3)  lease payments for  2,289  aluminum

     gondolas  purchased  during  the  year  1995,  and  4)

     parking   costs   for  the  steel   gondolas.    Total

     maintenance  costs  include 1)  estimated  maintenance

     cost  for  the  existing steel gondolas through  lease

     expiration, 2) maintenance payment requirements on the

     544    additional   steel   gondolas,   3)   estimated

     maintenance  cost  for the 345 new  aluminum  gondolas

     purchased  in 1996, and 4) estimated maintenance  cost

     for  the new aluminum gondolas purchased as the  steel

     gondola leases expire.



Q.   HOW  DO  YOU  MODEL  THE  COSTS  ASSOCIATED  WITH  THE

     EXISTING STEEL RAILCAR LEASES IN THE ALUMINUM  GONDOLA

     CASE?

A.   The Aluminum Gondola Case assumes complete replacement

     of the existing steel gondola fleet during 1995.  As a

     conservative  assumption, the  Aluminum  Gondola  Case

     assumes no income from any disposition of the existing

     steel  gondolas.  Therefore, the cash flows  contained

     in  Schedule  8  are based on the assumption  that  no

     subleasing, sales or other source of income  would  be

     available  to offset some or all of the steel  gondola

     lease payments.  Parking costs for the steel gondolas,

     which are no longer used, are included in the Aluminum

     Gondola  Case.   Under the worst case  situation,  the

     steel  gondola  fleet  would  be  parked  until  lease

     termination.



Q.   WHICH   CASE   RESULTS  IN  THE  MOST  ECONOMIC   COAL

     TRANSPORTATION COSTS?

A.   Even  under  the worst-case assumption,  the  Aluminum

     Gondola   Case   results   in   less   overall    coal

     transportation costs as compared to the Base  Case  of

     $44.0 million on a net present value ("NPV") basis for

     the  initial ten years of the project, 1995-2004.  The

     total savings to be realized until the last coal  unit

     retires in 2035 are estimated at $95.1 million.   This

     level  of  savings  is  shown in Schedule  9-A,  which

     presents the difference in estimated total cash  flows

     between  the  Base Case (Schedule 7) and the  Aluminum

     Gondola Case (Schedule 8).  Significantly, Schedule 9-

     A projects that in each year the net cash flow for the

     Aluminum  Gondola Case is greater than  the  net  cash

     flow for the Base Case.



Q.   YOU  STATED EARLIER THAT THE ALUMINUM GONDOLA CASE WAS

     CONSERVATIVE  IN  ASSUMING  THAT  NO  OFFSET  TO   THE

     EXISTING  STEEL RAILCAR LEASES COULD BE REALIZED?   TO

     WHAT  EXTENT  WOULD  THESE  SAVINGS  IMPROVE  IF  SOME

     DISPOSITION  OF THE EXISTING STEEL RAILCARS  COULD  BE

     MADE?

A.   Significantly.  The used steel gondola leasing  market

     is  currently very strong.  Recent used gondola leases

     have  gone  for  as  much  as $475/gondola/month  plus

     maintenance  costs.   It is believed  that  this  used

     gondola market would provide some income for the steel

     gondolas to offset the ongoing lease costs, if certain

     restictions by the Securities and Exchange  Commission

     and the owners were relaxed.

           I have prepared two alternate summary cash flows

     for  the Aluminum Gondola Case on the assumptions that

     1) the steel gondola lease payments could be offset by

     50  percent and 2) that these payments could be wholly

     offset.  These alternative summary cash flow estimates

     for  the  Aluminum  Gondola  Case  are  presented   as

     Schedules 9-B and 9-C, respectively, to the Study.  As

     one would expect, the net cash flow difference between

     the  Base Case and the alternative cash flow estimates

     for the Aluminum Gondola Case increases substantially.

     For  the 50 percent offset, Schedule 9-B of the  Study

     shows that the savings on a NPV basis for the first 10

     years  of  the  project life are  estimated  at  $61.0

     million  dollars and $112.1 million for  the  life  of

     project  NPV  savings.  Further, if  we  are  able  to

     completely  offset  the  cost of  the  existing  steel

     railcar  leases,  Schedule  9-C  shows  that  the  NPV

     savings, for the Aluminum Gondola Case as compared  to

     the  Base Case, are projected at $74.5 million for the

     first  ten years, and $125.6 million for the  life  of

     the project.



Q.   HAVE  YOU DETERMINED WHAT PORTION OF THESE TOTAL  COAL

     TRANSPORTATION SAVINGS WOULD ACCRUE TO  AP&L'S  RETAIL

     CUSTOMERS?

A.   Yes.   I  have  estimated the AP&L  retail  customers'

     portion of the total savings described above by  using

     the  PROMOD results LC 215-216 which is the production

     cost modeling run used by Entergy to develop its Least

     Cost   Integrated  Resource  Plan  filed   with   this

     Commission on December 1, 1992.  For each year, 1995 -

     2012,  the annual coal energy estimates (MWh) retained

     to  satisfy AP&L's Net Area Requirement is divided  by

     the total coal energy estimates (MWh).  This ratio  is

     then  multiplied by the annual total coal consumed  to

     determine  the amount of coal consumed  on  behalf  of

     AP&L's   retail   customers.   The  effective   annual

     increase  in tons consumed on behalf of AP&L's  retail

     customers from 2008 through 2012 (2.586%) also is used

     to  determine  the tons consumed on behalf  of  AP&L's

     customers from 2013 through 2030.  For the years 2013-

     2030,  the  effective annual growth between the  years

     2008-2012 in tons consumed on behalf of AP&L's  retail

     customers (2.586%) is used to project tons consumed by

     multiplying the previous year consumption by  1.02586.

     For the years 2031-2033, the percent of AP&L ownership

     in  ISES  is used to determine appropriate savings  to

     AP&L's customers in the years 2031 through 2038.

           The  PROMOD results LC 215-216 present estimated

     energy  requirements for AP&L prior to the  merger  of

     Entergy  with  Gulf  States  Utilities.   Coal  energy

     forecasted includes only White Bluff and ISES  energy.

     It  is  also  assumed that the tons needed to  satisfy

     AP&L's  Net Area Requirements under PROMOD results  LC

     215-216  would  be representative of the  coal  energy

     that would be forecasted to be retained in AP&L's  Net

     Area  Requirements.  As shown in Schedule  10  to  the

     Study, the net present value of the savings that would

     accrue  to  AP&L's retail customers  is  $5.0  million

     between 1995 and 2004.  Over the project life, the net

     present  value  savings to AP&L retail customers  will

     grow to $22.0 million.



Q,   HAVE   YOU  CONDUCTED  ANY  SENSITIVITY  ANALYSES   TO

     DETERMINE  WHICH VARIABLES IN YOUR ANALYSIS  ARE  MOST

     SENSITIVE TO THE OUTCOME?

A.   Yes, I have.  My sensitivity analysis was designed  to

     determine  which  variables  were  most  sensitive  in

     determining the outcome of the savings associated with

     the  Aluminum Gondola Case.  The variables I  included

     in  this analysis were 1) the aluminum gondola freight

     rates  effective  in  1995, 2)  the  aluminum  gondola

     freight rates that would be effective upon steel lease

     termination,  3) annual tons shipped, 4) leasing  rent

     factors   effective  1995,  5)  leasing  rent  factors

     effective  upon  steel  lease  termination,  6)  steel

     gondola income sub-leasing or other sources to  offset

     lease  payments,  7)  steel  gondola  maintenance,  8)

     aluminum gondola maintenance, and 9) aluminum  gondola

     price.   Schedule  11 is a graphic  depiction  of  the

     results  of  the sensitivity analysis.   This  graphic

     depiction is known as a "tornado chart" for its funnel-

     like   depiction  of  the  results.   The  sensitivity

     analysis  takes a nominal savings case and varies  the

     resulting  savings by substituting the low  value  and

     then the high value of each variable while maintaining

     the  nominal  value  for  all  other  variables.   The

     variables are then sorted in descending order  by  the

     resulting difference in the high and the low  results.

     As  shown on Schedule 11, the first variable, aluminum

     gondola freight rates effective in 1995, was the  most

     sensitive  variable.   This variable  swings  the  NPV

     results by approximately $308 million.  However, as  I

     stated  earlier, the aluminum gondola freight rate  is

     among  the  most  certain of variables  in  the  Study

     because  we  have already negotiated a rate  with  the

     Railroads  subject to our supplying aluminum railcars.

     This  variable is three times more sensitive than  the

     second  most sensitive variable, the aluminum  gondola

     rates effective upon steel lease termination, and  six

     times  more  sensitive than the third  most  sensitive

     variable, the annual tons shipped.  The values of  the

     variables  assumed  in  the sensitivity  analysis  are

     shown in the Study.



Q.   PLEASE SUMMARIZE YOUR TESTIMONY.

A.   AP&L  has  an  opportunity to acquire, through  lease,

     aluminum  railcars  that  would  allow  AP&L  to  take

     advantage    of   significant   transportation    rate

     reductions   negotiated  with   the   Railroads   that

     currently transport coal from mines in Wyoming to  the

     AP&L    coal   plants   in   Arkansas.    These   coal

     transportation   cost   reductions    would    provide

     significant energy savings to AP&L's retail  customers

     and  its  co-owners  in  White  Bluff  and  ISES.   My

     evaluation and analysis indicates that, even  if  AP&L

     could not offset any of the cost of the existing steel

     railcar leases, total coal transportation savings on a

     NPV  basis  would be $44.0 million for the years  1995

     through  2004  and $95.1 for the life of  the  project

     through  2035.  The portion of these NPV savings  that

     would  accrue to AP&L's retail customers based on  its

     projected need for coal energy to supply the Company's

     Net  Area  Requirements and its ownership of the  coal

     plants  is $5.0 million for the initial ten years  and

     $22.0  million for the life of the project.  The total

     savings  and  AP&L's  retail  customer  portion  would

     increase  if  a  portion or all of the existing  steel

     railcar leases could be offset through sub-lease, sale

     or other disposition.



Q.   DOES THIS CONCLUDE YOUR TESTIMONY AT THIS TIME?

A.   Yes.

<PAGE>

                             

                        BEFORE THE

            ARKANSAS PUBLIC SERVICE COMMISSION




IN THE MATTER OF THE        )
APPLICATION OF ARKANSAS     )
POWER & LIGHT COMPANY FOR   )      DOCKET NO. 94-_____-U
APPROVAL OF ACCOUNTING      )
PROCEDURES FOR COAL COSTS   )
                             
                             
                             
                             
                             
                             
                    AP&L EXHIBIT JHG 1
                             
                 THE ECONOMIC ANALYSIS OF
                             
             REPLACING THE STEEL GONDOLA FLEET
                             
          WITH ALUMINUM PRIOR TO LEASE EXPIRATION
                             


<PAGE>                                     


                             REDACTED VERSION

                                     

                                     

                                     

                                     

                                     

                           THE ECONOMIC ANALYSIS

                                     

                             OF REPLACING THE

                                     

                            STEEL GONDOLA FLEET

                                     

                               WITH ALUMINUM

                                     

                         PRIOR TO LEASE EXPIRATION

                                     

                                     











Prepared by:  ESI Fuel Planning & Analysis

December, 1994

<PAGE>            

Background

Arkansas  Power & Light Company (AP&L) is operator and part owner  of  two
coal  fired  generating  stations,  White  Bluff  and  Independence  Steam
Electric Stations.  Each station has two units, nominally rated at 800 MW.
On behalf of AP&L, System Fuels, Inc. (SFI) leased 2,250 steel rotary dump
gondolas  to  carry coal from Wyoming mines to Arkansas power plants  when
they began operation in the early 1980's.  These steel gondolas were sized
to  haul  a  nominal  100  tons under a gross rail weight  restriction  of
263,000  pounds.   The average tare weight of the steel sided  gondola  is
58,900 pounds.

These  gondolas were originally acquired in four groups each with its  own
lease.   The  first group was built in the latter part of 1979  and  early
1980.  Initially, there were 600 gondolas in this group.  The second group
was built in mid 1980, and consisted of 750 gondolas.  The third group was
built  in late 1982 and had 580 gondolas.  The last group of gondolas  was
built in late 1984 and was made up of 320 gondolas.  All four groups  were
built  by  Bethlehem Steel Corp., Freight Car Division at  the  Johnstown,
Pennsylvania  facility.  Bethlehem Steel Corp. sold this facility  in  the
late  1980's and it is now called Johnstown America Corp.  In the past  14
years  of  service,  25  of  the  original  gondolas  were  destroyed   in
derailments.  The total number of active gondolas remaining  in  all  four
leases is 2,225.  In 1992, SFI assigned the four leases to AP&L.

Today,  the use of aluminum gondolas is standard in the industry.  No  new
steel  gondola intended for coal service has been manufactured since 1992.
The lighter tare weight of aluminum gondolas allows for greater coal hauls
without  increasing  train  weights.  The  Union  Pacific  and  Chicago  &
Northwestern  Railroads (Railroads) have increased the gross  rail  weight
limitation  from  263,000  pounds  to 286,000  pounds,  enabling  aluminum
gondolas to haul 120 tons of coal.  Recently, the Railroads have indicated
that  they  would be willing to negotiate aluminum gondola  freight  rates
that would provide substantial savings when compared to freight rates that
would be applicable to steel gondolas.

Purpose

This  report is intended to evaluate and determine the economic  viability
of  two alternative methods of delivering coal requirements to White Bluff
and  Independence  Steam  Electric Stations.   The  expected  future  coal
requirement  is  13.5 million tons per year.  The current steel  fleet  of
2,225  gondolas  have  a capacity of 11.5 million tons  per  year.   Three
additional  trainsets  of  gondolas are required  to  increase  the  fleet
capacity  from 11.5 million tons per year to 13.5 million tons  per  year.
Alternatively, a new fleet of 2,289 aluminum gondolas will have a delivery
capacity  of  13.5 million tons per year.  In addition, the freight  rates
for  coal  in  the aluminum gondolas will be considerably  less  than  the
freight rates for coal in steel gondolas.

Methodology

This report presents the costs of a Base Case and an Aluminum Gondola Case
and compares the cost difference between the two.

Base Case

The  Base  Case assumes continued steel gondola use, supplemented  by  the
purchase of an additional 345 gondolas for capacity expansion, through the
expiration   of   the   current  leases.   This  would   increase   annual
transportation  capacity from 11.5 to 13.5 million, the current  estimated
annual  fuel  requirement for White Bluff and Independence Steam  Electric
Stations.  Since three trainsets of either steel or aluminum gondolas  are
required  for  fleet  expansion and a freight rate  reduction  is  assumed
available  for  the  higher  cost of aluminum gondolas,  aluminum  gondola
additions  are  assumed.  Because the fleet expansion  capability  is  not
burdened with existing lease payments, the amount of reduction to  freight
rates  does  not  have to be as great as the reduction needed  to  justify
higher  aluminum  gondola  costs and existing lease  payments.   For  this
reason  it was assumed that the Base Case freight rates would be based  on
"REDACTED  INFORMATION" of the Aluminum Gondola Case freight rate  savings
quoted  by  the  Railroads for complete fleet changeout  in  1995.  During
freight rate discussions with the Railroads, the Railroads indicated  that
it has been their experience that "REDACTED INFORMATION" per ton reduction
in  freight rates was sufficient to entice use of aluminum gondolas.   The
assumption of "REDACTED INFORMATION" approaches this level of freight rate
reduction.


Aluminum Gondola Case

The  Aluminum  Gondola Case assumes that 2,289 aluminum railcars  will  be
acquired in 1995.  As these new gondolas are delivered, the steel gondolas
are  removed from service and either parked, subleased or sold.  The  cost
to  park  the entire 2,225 steel gondola fleet at the industry's  standard
rate  of  $1.25 per car per day would be $1,015,156/year.  A parking  cost
for steel gondolas is included in this study as part of total lease costs.
No  further  maintenance cost for the steel gondolas is assumed.   Freight
rate  reduction  is applied as aluminum trainsets are placed  in  service.
Maintenance  cost for aluminum gondolas is calculated in  accordance  with
the assumptions for maintenance cost build-up.

Costs to operate any fleet of gondolas include an ownership or lease cost,
a  maintenance cost and a freight cost.  All three categories will  change
with  the  use  of  aluminum  gondolas when  compared  to  the  same  cost
categories  associated with steel gondolas.  A new aluminum gondola  lease
at  market  conditions has been developed.  Future maintenance  costs  for
both  steel and aluminum gondolas have been developed.  A maintenance cost
build-up  period of six years for new aluminum gondolas has been included.
The  reduction in the total freight cost proposed by the Railroads for the
use of aluminum gondolas has also been included.

Other  options,  such  as  rebodying of the existing  steel  gondola  with
aluminum  and  modifying the existing steel gondola with sideboards,  were
considered but rejected for the following reasons:

           The cost to rebody the existing steel gondola with aluminum was
greater than the purchase price of a new aluminum gondola.

           The sideboard extension modification to the steel gondola would
carry  only 110 tons of coal at the maximum gross rail loading of  286,000
pounds.   Because the capacity of this modified gondola is  less than  the
capacity  of  a 120 ton aluminum gondola, the Railroads' proposed  freight
rates were substantially less attractive than the rates proposed for a 120
ton aluminum gondola.

           The  existing steel gondola already has experienced some center
sill cracking with loading to 108 tons.  Both the aluminum rebody and  the
sideboard modification options would subject the existing center  sill  to
even  greater  loading.   The integrity of the  existing  steel  gondola's
center sill becomes an even greater concern under the aluminum rebody  and
sideboard modification options.

The  net  difference  in  the total cost for the Base  Case  and  Aluminum
Gondola  Case  was  greater  than  other  options  considered.   This  net
difference defines the savings associated with the Aluminum Gondola Case.


Assumptions

The  following  major  assumptions were used in the development  of  costs
contained in this report.

      The  average  annual volume to be delivered is assumed  to  be  13.5
million  tons  per  year.  While this delivery is  representative  of  the
average  of  projected  tonnage to be delivered over  this  time  horizon,
projected annual tonnage requirements fluctuate from year to year.

      Time  horizon for this project is through year 2035.  This  date  is
based  on  current  retirement date for the last coal  unit  in  Arkansas.
Volumes  have been adjusted for individual unit retirements.   Cash  flows
are  based on total coal requirements for White Bluff and ISES.   Portions
of the savings attributed to AP&L's retail customers is estimated based on
previous PROMOD modeling.

      The  aluminum  gondola fleet size is based on  contractual  services
standard  time  for one round trip from the mines to the plants  and  back
plus  loading  and unloading time, 115 car trains, 5% spare cars  and  one
maintenance train.

      At  13.5  million tons delivered, the aluminum gondola freight  rate
discount  equals "REDACTED INFORMATION" per ton through 1999 and "REDACTED
INFORMATION" per ton thereafter.  Discounts are in August 1994 dollars and
escalated  in  the  same manner as the freight rates are  escalated.   The
discounts  are volume related and are guaranteed.  The discount  would  be
less  for lower annual tonnage.  These price reductions are verified in  a
letter  agreement dated October 28, 1994, between Entergy  Services,  Inc.
(ESI) and the Railroads.

      New  aluminum  gondola purchase price is assumed to  be  $51,000/car
verified  by  price  quotations  from  three  manufacturers.   Price   and
production  schedules for each bidder are found in Schedule  1.   ESI,  on
behalf  of  AP&L, has executed a Letter of Intent with the  lowest  bidder
subject to favorable ruling by APSC.

      Financing for the new aluminum gondolas is assumed to be  leases  at
annual lease payment factors equal to 9.4% of original purchase price  for
acquisition in 1995.  The payment factors increase to 9.6% for acquisition
at  end  of  steel  leases.  These rates were provided  by  ESI  Corporate
Finance  Department as representative leasing rates for a nominal 20  year
lease.   It  is  also assumed that gondolas can be provided at  this  cost
throughout  the  remaining  operating  life  of  each  coal  unit  by  the
acquisition  at  end of their leases at no greater value than  that  which
would equate to the same annual payment cost.

      The  existing  steel gondola lease payment for all  four  leases  is
approximately  $8.6  million  per year.   No  revenues  are  assumed  from
subleasing, sales, or exchanges, to offset continuing steel gondola  lease
payments.   This  is a conservative approach because it is  believed  that
there is reasonable likelihood of subleasing or selling at least a portion
of the steel gondola fleet.

      Delivery of all 2,289 aluminum gondolas will be completed during the
year  1995  (refer  to  Schedule  1 for price  and  production  scheduling
information regarding new aluminum gondolas) .

      It is assumed that new gondolas will have a six-year period in which
maintenance costs will increase from minimal costs to the typical level of
annual maintenance cost.

      With the exception of the six-year maintenance cost build-up for new
gondolas,  steel gondola and aluminum gondola maintenance cost is  assumed
to  be  equal.  Higher loaded steel gondolas and 120 ton aluminum gondolas
are subject to greater stress of component parts particularly truck parts.
Gondola truck parts include wheels, axles, roller bearings, and the  steel
castings to hold the wheels, axles and gondola body together.  Maintenance
costs on trucks represent 60% of the total maintenance cost.  According to
the  white paper titled A Preliminary Assessment of the Effects on Freight
Cars  of Loading to a Gross Rail Load of 286,000 Pounds published  by  the
Association  of  American  Railroads  revised  February  10,  1992,  truck
maintenance costs could increase as much as 50% for gondolas loaded  to  a
gross  rail load of 286,000 pounds instead of 263,000 pounds.  Applying  a
50%  increase  in costs on 60% of the maintenance cost equates  to  a  30%
maintenance increase over gondolas loaded to a gross rail load of  263,000
pounds.  Maintenance cost for higher loaded gondolas are based, therefore,
on  1.3 times the 1992 actual maintenance cost incurred (approximately  $5
million).

These  and  other  cost estimates contained in this report  are  found  in
Schedule 2.

Escalation

Price adjustments are based on nationally recognized indices as forecasted
by the WEFA Group Spring 1993 forecast.

Private  shop  labor is adjusted by 50% of the change  in  Implicit  Price
Deflator, Gross Domestic Product (PDIGOP) and 50% of the change in Average
Hourly Earnings - Transportation (WRHP37) - refer to Schedule 3.  Railroad
labor  is  adjusted by the change in Average Hourly Earnings  -  Railroads
(WRHP4011-U)  -   refer to Schedule 4.  Material cost supplied  either  by
contract shop or railroad is adjusted by changes in Producer Price  Index,
Metals  and  Metal  Products  (PPIMMP)  -  refer  to  Schedule  5.   Total
maintenance  costs  are split between contract labor, railroad  labor  and
material cost based on 1992 actual billing.

Lease  rates do not escalate.  The rent factor is set at time  of  closing
and  is  applied  to  the equipment cost at time of purchase.    Financial
Services  provided  two rent factors.  One rent factor is  represented  as
near term market rates.  The other rent factor is represented as projected
market rates when the steel gondola leases expire.

Freight  rates  are  escalated in accordance with contractual  obligations
contained in the transportation agreements between the Railroads and AP&L.
The  agreements contain a confidentiality clause that restricts disclosure
of contractual terms.

The  price of gondolas is escalated from the 1994 base price by the change
in  the  Producer Price Index - Railroad Equipment index (P144) (refer  to
Schedule  6) until year of purchase.  The analysis includes three  periods
when  aluminum gondolas are purchased.  The Aluminum Gondola Case  assumes
the  purchase  of 2,289 gondolas in the year 1995.  The Base Case  assumes
the  purchase  of  345  aluminum gondolas  in  the  year  1996  and  1,944
additional gondolas as the steel gondola leases expire.

Results

The  results of this report are found in Schedules 7-9.  Schedule 7 is the
annual  cash  flow estimate for the Base Case.  This cash flow  projection
includes estimates of total lease payments, maintenance costs and  freight
costs for the base Case.  Schedule 8 is the annual cash flow estimate  for
the  Aluminum  Gondola  Case.   This cash flow  projection  also  includes
estimates   of  total lease payments, maintenance costs and freight  costs
for  the  Aluminum  Gondola Case.  The estimated cash  flow  presented  in
Schedule  8  assumes no subleasing or sales income to offset a portion  of
the  steel  gondola lease payments.  Included in the estimates  for  total
lease  payments  is an estimated expense for parking the  steel  gondolas.
Schedule  9 contains three summary cash flows for comparison of  the  Base
Case  to  the  Aluminum Gondola Case.  The change is found only  in  Lease
Payments (line 19), Total (line 24), Cost Difference (line 26), and NPV of
Cost  Difference (line 28).  This change is also found in the  NPV  Tables
under  Lease Payments (line 37) and Total (line 40).  These three  summary
cash flows are defined as follows:

Schedule  9-A  -  Aluminum Gondola Case assumes no  subleasing,  sales  or
exchanges.

Schedule 9-B - Aluminum Gondola Case assumes income from subleasing, sales
or exchanges to offset 50% of the steel lease payments.

Schedule 9-C - Aluminum Gondola Case assumes income from subleasing, sales
or exchanges to affect 100% of the steel lease payments.

Schedule 7, Base Cash Flow

Schedule  7,  lines 5 through 8 show lease payments for the steel  gondola
leases.   Line 9 sums these payments to $8.6 million when all four  leases
are active.  The first lease expires on July 1, 1998 with the last payment
date.   The second lease expires on January 1, 1999 with its last  payment
date.   The third lease expires on September 1, 2000 with its last payment
date.   The final lease expires on September 1, 2002 with its last payment
date.   Line  12  shows total rent payment for temporary leased  gondolas.
These  temporary gondolas are leased to increase the fleet  transportation
capacity to the anticipated annual delivery.  A two-year lease was  signed
with  Herzog for 180 gondolas priced at $425/month per gondola plus actual
wheel  maintenance  costs.  A second two-year lease  was  signed  with  GE
Leasing  for  $475/month plus 1.5 cents per mile  maintenance  charge.   A
third  lease for three years was signed with D. J. Joseph for $299/  month
plus  actual maintenance costs.  Line 13 shows aluminum gondolas purchased
in  1996  to replace the steel 544 steel gondolas.  New aluminum  gondolas
are  leased to replace steel gondolas whose lease has expired.  The  total
number of aluminum gondolas needed to deliver 13.5 million  tons per  year
is  2,289.  345 aluminum gondolas are leased in 1996 in the Base  Case  so
that  only  1,944 aluminum gondolas are required as steel  gondola  leases
expire.  Lease payments for these aluminum gondolas are show in Schedule 7
line 18,19 and 20.  The total lease payments included in the Base Case are
in Schedule 7 line 24.

Similar  to  lease  payment  treatment,  maintenance  cost  estimates  are
separate for each group of gondolas.  Maintenance cost estimates  for  the
existing steel gondolas are shown in lines 35, 36, 37 and 38 with a sum of
total maintenance of the existing steel gondolas in line 39 of Schedule 7.
Maintenance  costs resulting from fleet expansion are shown in  lines  42,
43,  44  and 45.  Line 42 is the maintenance cost estimate for the  Herzog
lease,  line  43 is the maintenance estimate for the D. J.  Joseph  lease,
line  44 is the maintenance estimate for the GE lease and line 45  is  the
maintenance estimate for the new aluminum gondolas acquired in 1996.  Line
46  of  Schedule  7 is the sum of maintenance costs resulting  from  fleet
expansion.  The maintenance cost estimates for three lots of new  aluminum
gondolas  acquired at the termination of steel leases are shown  in  lines
49,  50 and 51.  Line 53 is the sum of maintenance cost estimates for  the
replacement aluminum gondolas.  Total maintenance cost estimates  included
in  the  Base Case are shown in line 55.  Annual volume of coal  moved  by
rail is in Schedule 7 line 59.  When the annual volume moved is multiplied
by  the  appropriate per ton rate, the total freight cost  is  determined.
The  freight  rate for the first "REDACTED INFORMATION"  million  tons  in
steel gondolas is shown in line 60.  The freight rate applicable to annual
tons above "REDACTED INFORMATION" million moved in steel gondolas is shown
in  line 61.  Lines 62, 63 and 64 are freight rates for annual tons  moved
in  aluminum gondolas.  Line 62 is the freight rate for annual tons  moves
less  than "REDACTED INFORMATION" million tons.  The freight rate in  line
63  applies  to annual tons less than "REDACTED INFORMATION" million,  but
greater  than "REDACTED INFORMATION" million tons.   The freight  rate  in
line 64 applies to all tons moved above "REDACTED INFORMATION" million per
year.   The total freight cost is estimated in line 65 and is based  on  a
ratio of steel and aluminum freight rates equal to the percentage of steel
or aluminum gondolas in use for a particular year.  The total cost for the
Base  Case is estimated in line 66 and is the sum of lines 24, 55 and  65.
Line  66  accounts for total delivered cost of coal less the  actual  cost
paid for the coal commodity for the Base Case.



Schedule 8 - Aluminum Gondola Case Cash Flow

Schedule 8 is developed similar to Schedule 7.  Lines 4, 5, 6 and  7  show
lease  payments for the steel gondola leases.  Line 8 sums these  payments
to  $8.6  million.   These  lease  payment  lines  change  when  different
assumptions  of  subleasing, sales or exchange income  is  made.   For  no
offsetting  income assumptions, the payments are as shown.   For  the  50%
offsetting  income  assumption, the lease  payments  are  reduced  by  50%
beginning in 1996.  For the 100% offsetting income assumptions, the  lease
payments  are  reduced by 100% beginning in 1996.  Line  11  contains  the
total rent payment for temporary leased gondolas.  Line 12 shows a storage
or  parking costs for all steel gondolas under AP&L's control.  This  cost
is  calculated based on $1.25 per gondola per day parked.   In  1995,  the
existing  2,225 steel fleet plus 544 temporary expansion fleet  is  parked
for  one  half  year.  In 1996, the existing 2,225 steel  fleet  plus  114
temporary  expansion fleet is parked for 1 year.  After 1996,  only  those
steel  gondolas  still  under lease are parked for  the  year.   The  cost
estimates   for  parking  contained  in  line  12  change  when  different
assumptions of subleasing, sales or exchange income are made.  For the  no
offsetting  income assumption, the costs are as shown.  For both  the  50%
and  100%  offsetting income assumption, the parking  cost  is  zero  (all
gondolas subleased at 50% or 100% lease payment rates).  Line 14 sums  the
fleet  expansion rent payments and parking costs.  Line  17  and  18  show
lease payment estimates for the new aluminum gondola fleet.  Line 19 shows
the total estimate lease payment for the aluminum gondola fleet.  Line  21
shows  the total cost of lease payments for the Aluminum Gondola Case  and
is the sum of lines 8, 14 and 19.

Maintenance cost estimates for the existing steel fleet are shown in lines
32,  33,  34 and 35.  Line 36 shows the sum of maintenance cost  estimates
for  the existing steel fleet.  Maintenance costs for only 1995 are  shown
because  the gondolas are assumed parked or subleased beginning  in  1996.
Maintenance cost estimates for the temporary fleet expansion gondolas  are
shown  in  lines 39, 40 and 41.  The maintenance cost estimate  for  total
temporary fleet expansion is shown in line 43.  Maintenance costs for only
1995  are  shown  because these gondolas are either returned  after  lease
expiration  or  parked.   Lines  46 and 47  show  the  estimated  cost  of
maintenance for the aluminum gondolas acquired in 1995.  Line 48 shows the
total  maintenance cost estimate for the aluminum gondolas.  Line 50 shows
the  total maintenance cost estimate for the Aluminum Gondola Case and  is
the sum of lines 36, 43 and 48.

Annual  volume of coal moved by rail is shown in line 53.  When the annual
volume  moved  is  multiplied by the appropriate per ton rate,  the  total
freight  cost  is  determined.  The freight  rate  for  the  first  annual
"REDACTED  INFORMATION" million tons moved in steel gondolas is  shown  in
line  54.   The  freight  rate applicable to annual tons  above  "REDACTED
INFORMATION" million moved in steel gondolas is shown in line  55.   Lines
56,  57  and  58  are  freight rates for annual  tons  moved  in  aluminum
gondolas.  Line 56 shows the freight rate for annual tons moved less  than
"REDACTED INFORMATION" million tons.  Line 57 shows the freight rate which
applies  to  tons  moved in aluminum gondolas above  an  annual  "REDACTED
INFORMATION" but less than "REDACTED INFORMATION" million tons.   Line  58
shows  the  freight rate which applies to tons moved in aluminum  gondolas
above  an annual  "REDACTED INFORMATION" million tons.  The total  freight
cost  is  estimated  in line 59 and is based on 100% of  aluminum  gondola
rates  after 1995.  A ratio of steel and aluminum freight rates  equal  to
the  percentage of steel or aluminum gondolas in use in 1995 is  used  for
total freight costs in 1995.  The total cost for the Aluminum Gondola Case
is  estimated in line 60 and is the sum of lines 21, 50 and 59.   Line  62
shows the annual cash flow difference from the Base Case line 66 minus the
Aluminum  Gondola Case line 60.  Positive annual differences  in  line  62
means  that the Aluminum Gondola Case total cost for that particular  year
is less than the Base Case total cost.

Schedules 9-A, 9-B and 9-C - Summary Cash Flows

Schedules  9-A, 9-B and 9-C present summary cash flows for lease payments,
maintenance  and  freight cost estimates for the Base  Case  and  Aluminum
Gondola  Case.  Schedule 9-A is the cash flow summary under the assumption
that  no  subleasing, sales or exchange income is available to offset  the
steel  gondola  lease payments.  Schedules 9-B and 9-C assume  subleasing,
sales  or exchange income is available to offset 50% and 100% of the steel
gondola  lease payments, respectively.  As a result, the values  in  lines
19,  24,  26,  28, 37 and 40 change per the changes stated in  Schedule  8
discussions  above.   With  this exception, line  definition  and  content
remain the same for Schedules 9-A, 9-B and 9-C.

Line  6  shows the net lease payments for the Base Case from  line  24  of
Schedule  7.  Line 8 shows the net maintenance cost estimate for the  Base
Case from line 55 of Schedule 7.  Line 10 shows the net freight costs  for
the Base Case from line 65 of Schedule 7.  Line 11 is the sum of lines  6,
8 and 10.  Line 11 represents the total cost for the Base Case.

Line  19  shows the net lease payments for the Aluminum Gondola Case  from
line  21  of Schedule 8.  Line 21 shows the net maintenance cost estimates
for  the Aluminum Gondola Case from line 50 of Schedule 8.  Line 23  shows
the  net  freight  costs for the Aluminum Gondola  Case  for  line  59  of
Schedule  8.   Line  24  is  the sum of lines 19,  21  and  23.   Line  24
represents the total cost for the Aluminum Gondola Case.

Line  26  is the annual difference in total costs for the Base Case  minus
the  Aluminum Gondola Case.  It is significant to note that all values  as
seen  in line 26 are positive differences.  Therefore, each and every year
there is an estimated savings associated with fleet change-out to aluminum
gondolas  in  1995.  Line 28 is the net present value (1995  dollars)  for
each  annual difference in total costs (line 26).  Line 30 is the discount
rate  used  in  this report for all net present value calculations.   This
discount factor is the weighted average embedded cost of capital for AP&L.

Lines  37,  38,  39 and 40 contain net present value tables  for  10  year
horizon  and  project-life horizon.  Line 37 on page 1  presents  the  net
present  value of lease payments for the Base Case (line 6), the  Aluminum
Gondola  Case  (line 19), and the difference between  the  Base  Case  and
Aluminum Gondola Case for the initial ten years and for the project  life.
Line  38  on page 1 presents the net present value of maintenance for  the
Base  Case  (line  8),  the  Aluminum Gondola  Case  (line  21),  and  the
difference between the Base Case and Aluminum Gondola Case for the initial
ten  years  and for the project life.  Line 39 on page 1 present  the  net
present  value  of  the  freight cost for the Base  Case  (line  10),  the
Aluminum Gondola Case (line 23), and the difference between the Base  Case
and  the  Aluminum  Gondola Case for the initial ten  years  and  for  the
project life.  Line 40 on page 1 is the net sum of lines 37, 38 and 39.

Schedule 10 - Savings attributed to AP&L's retail customers

For   lines  1-40,  Schedule  10  is  identical  to  Schedule  9-A.   Line
descriptions  contained in Schedule 9 discussions above are applicable  to
Schedule 10 lines 1-40.

Line  43  represents the amount of coal consumed on behalf of  AP&L's  Net
Area  Requirements.   These  annual tons are estimated  by  the  following
method.

For  the  years 1995-2012, annual coal energy estimates (MWh) retained  to
satisfy  AP&L's  Net  Area Requirements is divided by  total  coal  energy
estimates  (MWh) from White Bluff and ISES.  This ratio is then multiplied
by the annual total coal consumed to determine the amount of coal consumed
on  behalf  of  AP&L's retail customers.  The source for energy  and  coal
projections  used above is PROMOD results LC 215-216.  This PROMOD  result
is the PROMOD results used in the Least Cost Resource Plan filed with this
Commission  on  December 1, 1992.  For the years 2013-2030, the  effective
annual  growth between the years 2008-2012 in tons consumed on  behalf  of
AP&L's  retail  customers  (2.586%) is used to project  tons  consumed  by
multiplying the previous year consumption by 1.02586.  For the years 2031-
2033,  the  percent of AP&L ownership in ISES is multiplied by  the  total
tons projected to be consumed in line 59 of Schedule 7.

Line  45 of Page 1 is AP&L's retail customer ratio equal to 88.59%.   Line
47  is the tons consumed on behalf of AP&L's retail customers and is equal
to  the tons consumed on behalf of AP&L's Net Area Requirements (Line  43)
times  AP&L's retail customer ratio (Line 45 of Page 1).  Line 49  is  the
percentage  that results from dividing line 47 by Line 59 of  Schedule  7.
This  percentage  is assumed to represent the proportional  percentage  of
total  savings that are attributed to AP&L's retail customers.  The annual
savings attributed to AP&L's retail customers as shown on Line 52 is equal
to  the  percent  of  total coal consumed for retail customers  (Line  49)
multiplied by  Line 26.  Line 54 on Page 1 presents the first 10 years net
present  value  of Line 52.  Line 56 on Page 1 presents  the  net  present
value of all savings contained in line 52.

Schedule 11 - Sensitivity Analysis

Schedule  11  is  a  graphic depiction of the results from  a  sensitivity
analysis  performed  on  this study.  The X  axis  is  net  present  value
difference.   The Y axis is the variables whose sensitivity  is  measured.
The  $0  net  present value difference is representative of  the  life-of-
project  net  present value of $95.1 million assuming no sublease  income.
The  range  in  net  present  values for each variable  is  determined  by
substituting  the  low value then the high value of  that  variable  while
keeping  all  other variables at their nominal value and  determining  the
change in life-of-project net present value.

The following is a listing of the variables and their value range used  in
this sensitivity analysis.


            Variable                           Low          High
1995 Aluminum Discount Freight Rate       "REDACTED"     "REDACTED"
Post 1997 Alum. Discount Freight Rate     "REDACTED"     "REDACTED"
Tons shipped                              11.5 million   14.3 million
1995 lease payment rates                  7.5%           12.0%
Post 1997 lease payment rates             7.5%           12.0%
Offsetting steel lease payments           None           100% offset
Steel maintenance estimate                $2,500/year    $3,300/year
Aluminum maintenance estimate             $2,500/year    $3,300/year
Aluminum gondola price                    $45,000/year   $55,000/year

As  shown in Schedule 11, the most sensitive variable is the 1995 aluminum
discount freight rate.  This variable swings the net present value results
by a total of approximately $308 million.  The post 1997 aluminum discount
freight  rate variable swings the net present value results by a total  of
approximately $97 million.  Tons shipped variable swings the  net  present
value results by a total of approximately $93 million.  1995 lease payment
rate  variable  swings the net present value results by  a  total  of  $54
million.   Post 1997 lease payment rates variable swings the  net  present
value  results by a total of $36 million.  Offsetting steel lease  payment
variable  swings the net present value results by a total of $30  million.
Steel  gondola maintenance cost per year variable swings the  net  present
value results by a total of $8 million.  Aluminum gondola maintenance cost
per  year variable swings the net present value results by a total  of  $7
million.   The  final  variable, aluminum gondola price,  swings  the  net
present value results by a total of $5 million.

It  is  significant to note that no single variable swings the net present
value  below zero.  The lowest value of net present value results is  from
the  1995  discount  freight rate variable.  This  variable,  despite  its
sensitivity,  is now one of the most certain variables due  to  negotiated
freight  rates  with  the  Railroads.  The low  value  of  the  next  most
sensitive variable still provides approximately $48 million in net present
value savings.

Conclusion

In  summary,  the  net  present value of the savings associated  with  the
Aluminum Gondola Case for the period 1995-2004 is $44.0 million (Refer  to
line  40  of Schedule 9-A).  The net present value of the savings for  the
project  life  is  $95.1 million (Refer to line 40 of Schedule  9-A).   In
addition  to  the positive net present value savings, there is  no  annual
cash flow difference that is negative.

This study indicates that very significant coal transportation savings can
be  realized  if  aluminum gondolas are acquired to replace  the  existing
steel gondolas in 1995.  Subleasing any portion of the steel gondola fleet
will  only increase these savings. If income from subleasing or  sales  is
realized  to  the  extent  of offsetting 50% of the  steel  gondola  lease
payments, the net present value of the savings increases to $61.0  million
(refer  to  line  40 of Schedule 9-B) in the first ten  years  and  $112.1
million  (refer to line 40 of Schedule 9-B) over life of the project.   At
100% recovery of the steel gondola lease payment, the net present value of
the  savings would be $74.5 million (refer to line 40 of Schedule 9-C)  in
the  first ten years and $125.6 million (refer to line 40 of Schedule 9-C)
over the life of the project.

<PAGE>                                                            
<TABLE>

                                                                                                                         
                                                                                                                         
                                                                                                                         
<CAPTION>                                                                                                                         
Substituted tabular data for graphic                                Schedule 1
                                                                                                                         
  Manufacturer's Production Schedule

Description                                            Cumulative Production of Aluminum Railcars
                                  Month    Feb-95   Mar-95    Apr-95     May-95     Jun-95    Jul-95    Aug-95     Sep-95
<S>                                           <C>      <C>       <C>       <C>        <C>       <C>       <C>        <C>
Johnstown Base Bid Production                                    480        960       1440      1740      2200       2289
Johnstown Alternate Bid Production                               480       1440       2289                               
Trinity Base Bid Production                   120      440       760       1080       1400      1720      2040       2289
Trinity Alternate Bid Production              120      440       760       1080       1145                               
Thrall Base Bid Production                                                             160       320       480        640
                                                                                                                         
</TABLE>                                                      
<TABLE>                                                                                                                         
<CAPTION>
Substituted tabular data for graphic                                                                  Schedule 1
                                                                                                                         
                             Manufacturer's Bid Price Escalated per Proposal
Description                                                Cost Per Railcar During Month Of Construction
                                  Month    Feb-95   Mar-95    Apr-95     May-95     Jun-95    Jul-95    Aug-95     Sep-95
<S>                                       <C>      <C>       <C>        <C>        <C>       <C>       <C>        <C>
Johnstown Base Bid Production                                $50,186    $50,186    $50,186   $50,186   $50,186    $50,186
Johnstown Alternate Bid Production                           $49,968    $49,968    $49,968                               
Trinity Base Bid Production               $53,092  $53,092   $53,092    $53,092    $53,092   $53,092   $53,092    $53,092
Trinity Alternate Bid Production          $53,392  $53,392   $53,392    $53,392    $53,392                               
Thrall Base Bid Production                                                         $51,387   $51,387   $51,387    $51,387
</TABLE>                                                        


                                                                      
    
<PAGE>    
<TABLE>
<CAPTION>
                                                                     Schedule 2
                                                                     Page 1 of 1
    
 <S> <C>                                                        <C>             <C>            <C>                     
 1   Aluminum Gondola Analysis Assumptions                                                                                  
 2   1993 railcar rebody cost                                       $40,000                                                 
 3   1993 aluminum railcar price                                    $51,000                                                 
 4   1993 steel railcar modification cost                           $10,000                                                 
 5   Steel railcar  annual lease cost                                                                                       
 6           Lot 1 per Railcar                                       $3,153                                                 
 7           Lot 2 per Railcar                                       $4,296                                                 
 8           Lot 3 per Railcar                                       $4,479                                                 
 9           Lot 4 per Railcar                                       $3,121                                                 
10   Steel Railcar Purchase Price                                                                                           
11           Lot 1     Remaining cost                           $22,478,090                                                 
12           Lot 2     Remaining cost                           $32,517,221                                                 
13           Lot 3     Remaining cost                           $20,537,554                                                 
14           Lot 4     Remaining cost                            $9,799,112                                                 
15   Steel Railcar Lease Lot size                                                                                           
16           Lot 1 Remaining                                            592           600      Originally purchased
17           Lot 2 Remaining                                            744           750      Originally purchased
18           Lot 3 Remaining                                            574           580      Originally purchased
19           Lot 4 Remaining                                            315           320      Originally purchased
20   No. of steel railcars required for 13.5 million                   2530          2250      Total number                   
21   No. of modified railcars required for 13.5 million                2409                                                 
22   No. of aluminum railcars required for 13.5 million                2289                                                 
23                                                         0                                                               
24   steel railcar maintenance per railcar                           $2,246                                                 
25   Modified steel railcar maintenance                              $2,920                                                 
26     First year aluminum car maintenance                             $204                                                 
27     Second year aluminum car maintenance                            $407                                                 
28     Third year aluminum car maintenance                             $815                                                 
29     Fourth year aluminum car maintenance                          $2,037                                                 
30     Fifth year aluminum car maintenance                           $2,037                                                 
31     Sixth year aluminum car maintenance                           $2,377                                                 
32     After six years aluminum car maintenance                      $2,920                                                 
33                                                                                                                         
34   % maintenance private labor                                     77.61%                                                 
35   % maintenance private material                                   6.12%                                                 
36   % maintenance railroad labor                                     5.15%                                                 
37   % maintenance railroad material                                 11.13%                                                 
38   Steel Railcar Rate 8.5 MM                                   "REDACTED"                                                 
39   Steel Railcar incentive rate                                "REDACTED"                                                 
40   Aluminum Rate 8.5 MM tons after leases expire               "REDACTED"    "REDACTED"                                   
41   Aluminum Rate 8.5-10.0 MM tons after leases expire          "REDACTED"    "REDACTED"    "REDACTED INFORMATION"
42   Aluminum Rate above 10.0 MM tons after leases expire        "REDACTED"    "REDACTED"    "REDACTED INFORMATION"
43   Aluminum Rate 8.5 MM tons effective 1995                    "REDACTED"    "REDACTED"    "REDACTED INFORMATION"
44   Aluminum Rate 8.5-10.0 MM tons effective 1995               "REDACTED"    "REDACTED"                                   
45   Aluminum Rate above 10.0 MM tons effective 1995             "REDACTED"    "REDACTED"                                   
46   Heavy loaded Rate                                           "REDACTED"                                                 
47   Heavy Loaded Incentive rate                                 "REDACTED"                                                 
48   New Equipment Lease Rental Rates  now                            9.40%                                                 
49   New Equipment Lease Rental Rates Later                           9.60%                                                 
50   Used Equipment Lease Rental Rates  now                          10.80%                                                 
</TABLE>          
<PAGE>

                                                        Schedule 3
                                                        Page 1 of 1

1       Creation of Escalator - (Trend) Watco
2         YEAR     PCH(PDIGDP)   PCH(WRHP37)     WEIGHTED
3                      50%           50%        ESCALATOR
4         1991        4.042%       4.653%         1.044
5         1992        2.632%       2.880%         1.028
6         1993        2.730%       3.562%         1.032
7         1994        3.216%       4.104%         1.037
8         1995        3.336%       4.467%         1.040
9         1996        3.499%       4.341%         1.040
10        1997        3.338%       4.167%         1.038
11        1998        3.127%       4.244%         1.038
12        1999        3.249%       4.376%         1.039
13        2000        3.322%       4.443%         1.040
14        2001        3.304%       4.459%         1.040
15        2002        3.352%       4.582%         1.041
16        2003        3.461%       4.681%         1.042
17        2004        3.412%       4.828%         1.042
18        2005        3.395%       4.961%         1.043
19        2006        3.463%       5.066%         1.044
20        2007        3.588%       5.088%         1.045
21        2008        3.691%       5.094%         1.045
22        2009        3.787%       5.127%         1.046
23        2010        3.841%       5.155%         1.046
24        2011        3.812%       5.179%         1.046
25        2012        3.784%       5.194%         1.046
26        2013        3.774%       5.208%         1.046
27        2014        3.797%       5.218%         1.046
28        2015        3.830%       5.206%         1.046
29        2016        3.835%       5.237%         1.046
30        2017        3.804%       5.213%         1.046
31        2018        3.804%       5.213%         1.046
32        2019        3.804%       5.213%         1.046
33        2020        3.804%       5.213%         1.046
34        2021        3.804%       5.213%         1.046
35        2022        3.804%       5.213%         1.046
36        2023        3.804%       5.213%         1.046
37        2024        3.804%       5.213%         1.046
38        2025        3.804%       5.213%         1.046
39        2026        3.804%       5.213%         1.046
40        2027        3.804%       5.213%         1.046
41        2028        3.804%       5.213%         1.046
42        2029        3.804%       5.213%         1.046
43        2030        3.804%       5.213%         1.046
44        2031        3.804%       5.213%         1.046
45        2032        3.804%       5.213%         1.046
46        2033        3.804%       5.213%         1.046
47        2034        3.804%       5.213%         1.046
48        2035        3.804%       5.213%         1.046
49        2036        3.804%       5.213%         1.046
50        2037        3.804%       5.213%         1.046
51        2038        3.804%       5.213%         1.046
52      Source: WEFA's Spring 1993 Trend Forecast


<PAGE>
                                                        Schedule 4      
                                                        Page 1 of 1

1       Wage Rate Escalator - Railroad (wwrhp4011_u)
2         YEAR      ESCALATOR (TREND)       HIGH          LOW
3         1991           0.9753           0.09753       0.0975
4         1992           1.0626            1.0626       1.0626
5         1993           1.0305            1.0305       1.0305
6         1994           1.0259            1.0259       1.0259
7         1995           1.0232            1.0232       1.0234
8         1996           1.0421            1.0421       1.0423
9         1997           1.0397            1.0396       1.0396
10        1998           1.0389            1.0386       1.0389
11        1999           1.0392            1.0390       1.0391
12        2000           1.0392            1.0389       1.0393
13        2001           1.0393            1.0390       1.0395
14        2002           1.0385            1.0382       1.0381
15        2003           1.0382            1.0379       1.0380
16        2004           1.0387            1.0384       1.0388
17        2005           1.0384            1.0382       1.0385
18        2006           1.0384            1.0382       1.0384
19        2007           1.0385            1.0383       1.0385
20        2008           1.0385            1.0384       1.0385
21        2009           1.0385            1.0385       1.0385
22        2010           1.0385            1.0384       1.0386
23        2011           1.0385            1.0384       1.0385
24        2012           1.0385            1.0385       1.0386
25        2013           1.0385            1.0386       1.0386
26        2014           1.0385            1.0386       1.0384
27        2015           1.0385            1.0386       1.0384
28        2016           1.0385            1.0386       1.0385
29        2017           1.0385            1.0386       1.0385
30        2018           1.0385            1.0386       1.0385
31        2019           1.0385            1.0386       1.0385
32        2020           1.0385            1.0386       1.0385
33        2021           1.0385            1.0386       1.0385
34        2022           1.0385            1.0386       1.0385
35        2023           1.0385            1.0386       1.0385
36        2024           1.0385            1.0386       1.0385
37        2025           1.0385            1.0386       1.0385
38        2026           1.0385            1.0386       1.0385
39        2027           1.0385            1.0386       1.0385
40        2028           1.0385            1.0386       1.0385
41        2029           1.0385            1.0386       1.0385
42        2030           1.0385            1.0386       1.0385
43        2031           1.0385            1.0386       1.0385
44        2032           1.0385            1.0386       1.0385
45        2033           1.0385            1.0386       1.0385
46        2034           1.0385            1.0386       1.0385
47        2035           1.0385            1.0386       1.0385
48        2036           1.0385            1.0386       1.0385
49        2037           1.0385            1.0386       1.0385
50        2038           1.0385            1.0386       1.0385
51      Bands were formulated From the bands for WRHPTPU
52      Where: WRHPTPU = Avg Hourly Earning, Transportation & Public
          

<PAGE>
<TABLE>
                                                        Schedule 5
                                                        Page 1 of 1

<CAPTION>

1 Comparison of Selected Indices to determine the proper escalator for materials
2                      PCH                  PCH                    PCH                 PCH              PCH               PCH
3   YEAR   PPIMMP    (PPIMMP)     P10      (P10)       P101      (P101)    P101507  (P101507) P1017   (P1017)   P1081   (P1081)
<S> <C>    <C>       <C>        <C>       <C>        <C>         <C>       <C>      <C>      <C>      <C>      <C>      <C>
4   1980   94.958               94.967                90.017                                  86.592            91.283      
5   1981   99.575     4.862%    99.592     4.870%     98.467     9.387%                       96.592  11.548%   97.225   6.509%
6   1982   99.969     0.396%    99.992     0.402%    100.000     1.557%    100.000           100.000   3.528%  100.017   2.872%
7   1983   101.833    1.865%    101.850    1.858%    101.300     1.300%    100.317   0.317%  100.925   0.925%   99.283  -0.734%
8   1984   104.780    2.894%    104.792    2.889%    105.275     3.924%    103.350   3.023%  104.717   3.757%  102.083   2.820%
9   1985   104.386   -0.376%    104.392   -0.382%    104.800     -0.451%   103.175   -0.169% 104.742   0.024%  102.858   0.759%
10  1986   103.178   -1.157%    103.167   -1.173%    101.158     -3.475%   102.925   -0.242%  99.750  -4.766%  102.525  -0.324%
11  1987   107.099    3.800%    107.125    3.836%    104.567     3.370%    103.208   0.275%  102.317   2.573%  103.225   0.683%
12  1988   118.684    10.81%    118.683   10.789%    115.675     10.623%   104.967   1.704%  110.708   8.201%  106.533   3.205%
13  1989   124.093    4.557%    124.075    4.543%    119.075     2.939%    109.833   4.636%  114.517   3.441%  112.150   5.273%
14  1990   122.944   -0.926%    122.925   -0.927%    117.217     -1.560%   112.917   2.808%  112.142  -2.074%  116.250   3.656%
15  1991   120.251   -2.190%    120.233   -2.190%    114.075     -2.680%   117.133   3.734%  109.475  -2.378%  118.358   1.813%
16  1992   119.227   -0.852%    119.208   -0.853%    111.450     -2.301%   118.350   1.039%  106.375  -2.832%  118.725   0.310%
17  1993   118.760   -0.392%    119.163   -0.038%    114.315     2.571%    124.025   4.795%  107.967   1.497%  120.211   1.252%
18  1994   120.315    1.309%    121.642    2.080%    118.162     3.365%    128.187   3.356%  112.050   3.782%  124.780   3.801%
19  1995   123.302    2.483%    124.988    2.751%    121.854     3.125%    132.418   3.301%  115.860   3.400%  129.521   3.799%
20  1996   127.590    3.478%    128.375    2.710%    125.260     2.795%    136.125   2.799%  119.104   2.800%  133.381   2.980%
21  1997   132.619    3.942%    132.075    2.882%    128.861     2.875%    139.937   2.800%  122.558   2.900%  136.976   2.695%
22  1998   137.492    3.674%    135.959    2.941%    132.732     3.004%    144.275   3.100%  126.234   2.999%  141.080   2.996%
23  1999   142.449    3.605%    140.011    2.980%    136.746     3.024%    148.892   3.200%  130.022   3.001%  145.379   3.047%
24  2000   147.556    3.585%    144.228    3.012%    140.978     3.095%    153.656   3.200%  134.052   3.099%  149.954   3.147%
25  2001   152.754    3.523%    148.575    3.014%    145.345     3.098%    158.573   3.200%  138.342   3.200%  154.657   3.136%
26  2002   158.132    3.521%    152.984    2.968%    149.722     3.011%    163.568   3.150%  142.630   3.100%  159.373   3.049%
27  2003   163.657    3.494%                                                                                                
28  2004   169.510    3.576%   1.192175               1.1145                1.1835           1.06375           1.187048     
29  2005   175.608    3.597%   1.283337              1.343401              1.38207           1.340823          1.342371     
30  2006   181.948    3.610%                                                                                                
31  2007   188.584    3.647%                                                                                                
32  2008   195.443    3.637%                                                                                                
33  2009   202.590    3.657%                                                                                                
34  2010   210.058    3.686%                                                                                                
35  2011   217.757    3.665%                                                                                                
36  2012   225.672    3.635%                                                                                                
37  2013   233.802    3.603%                                                                                                
38  2014   242.191    3.588%                                                                                                
39  2015   250.915    3.602%                                                                                                
40  2016   259.933    3.594%                                                                                                
</TABLE>          
<PAGE>
<TABLE>
                                                        Schedule 6
                                                        Page 1 of 1
<CAPTION>
1   Comparison of Selected Indices to determine proper escalattion for railcars
2       YEAR  PPITEQ   PCH(PPITEQ)    P14    PCH(P14)    P144    PCH(P144)  PDIGDP   PCH(PDIGDP)
<S>     <C>   <C>      <C>          <C>       <C>       <C>        <C>      <C>       <C>
3       1980  82.891                82.892              90.358              71.725       
4       1981  94.292    13.754%     94.292    13.753%   97.025     7.378%   78.875    9.969%
5       1982  99.990     6.043%     99.992    6.045%    99.975     3.040%   83.750    6.181%
6       1983  102.826    2.836%     102.825   2.833%    101.083    1.108%   87.125    4.030%
7       1984  105.188    2.297%     105.183   2.293%    102.633    1.533%   91.025    4.476%
8       1985  107.929    2.603%     107.925   2.607%    104.867    2.177%   94.350    3.653%
9       1986  110.553    2.434%     110.542   2.425%    105.425    0.532%   96.925    2.729%
10      1987  112.481    1.744%     112.508   1.779%    104.742   -0.648%   99.950    3.121%
11      1988  114.251    1.574%     114.250   1.548%    107.542    2.673%   103.825   3.877%
12      1989  117.712    3.029%     117.692   3.013%    114.008    6.013%   108.550   4.551%
13      1990  121.505    3.222%     121.483   3.221%    118.633    4.057%   113.200   4.284%
14      1991  126.455    4.074%     126.433   4.075%    122.233    3.035%   117.775   4.042%
15      1992  130.464    3.170%     130.425   3.157%    123.658    1.166%   120.875   2.632%
16      1993  133.294    2.169%     133.207   2.133%    124.923    1.023%   124.175   2.730%
17      1994  136.605    2.484%     136.040   2.127%    127.888    2.373%   128.168   3.216%
18      1995  140.739    3.026%     139.849   2.800%    131.341    2.700%   132.444   3.336%
19      1996  145.805    3.600%     144.254   3.150%    135.610    3.250%   137.078   3.499%
20      1997  151.219    3.713%     148.882   3.208%    139.611    2.950%   141.654   3.338%
21      1998  156.797    3.689%     153.734   3.259%    143.582    2.844%   146.084   3.127%
22      1999  162.630    3.720%     158.708   3.235%    147.569    2.777%   150.830   3.249%
23      2000  168.708    3.737%     163.881   3.259%    151.939    2.961%   155.841   3.322%
24      2001  174.900    3.670%     169.200   3.246%    156.409    2.942%   160.990   3.304%
25      2002  181.308    3.664%     174.491   3.127%    161.008    2.940%   166.386   3.352%
26                                                                                       
27            1.30477              1.304354            1.236889            1.4432836      
28           1.389717              1.337865            1.302043            1.3765129      
29     Where:                                                               
30     PPITEQ = PPI, Transportation Equipment
31     P14 = PPI, Transportation Equipment
32     P144 = PPI, Railroad Equipment
33     PDIGDP = Implicit Price Deflator, Gross Domestic Product
34                                                                          
35     Ppiteq, pdigdp is obtained from Spring 1993 Trend (uacls06)
36     P14 & P144 is from the Spring 1993 Cost Bank (IPLT)
          
</TABLE>

<PAGE>
                                                                 Schedule 7
BASE CASE CASH FLOW (1995-2035)

Lease Payment Estimation
<TABLE>                                                                                    
<CAPTION>
                  Lease # 1    Lease # 2    Lease # 3       Lease # 4          
                Railcars are Railcars are  Railcars are   Railcars are      Total
        Lease     returned     returned   returned third returned third     Lease
       Payment    mid 1998     mid 1999    quarter 2000   quarter 2002     Payment
                                                                               
<S>     <C>       <C>          <C>            <C>               <C>       <C>                            
7/1/93  9/1/93    $1,866,418   $3,196,586     $2,570,738        $982,992  $8,616,734
7/1/94  9/1/94    $1,866,418   $3,196,586     $2,570,738        $982,992  $8,616,734
7/1/95  9/1/95    $1,866,418   $3,196,586     $2,570,738        $982,992  $8,616,734
7/1/96  9/1/96    $1,866,418   $3,196,586     $2,570,738        $982,992  $8,616,734
7/1/97  9/1/97    $1,866,418   $3,196,586     $2,570,738        $982,992  $8,616,734
7/1/98  9/1/98    $1,866,418   $3,196,586     $2,570,738        $982,992  $8,616,734
7/1/99  9/1/99            $0   $1,598,293     $2,570,738        $982,992  $5,152,023
7/1/00  9/1/00            $0           $0     $2,570,738        $982,992  $3,553,730
7/1/01  9/1/01            $0           $0             $0        $982,992    $982,992
7/1/02  9/1/02            $0           $0             $0        $982,992    $982,992
7/1/03  9/1/03            $0           $0             $0              $0          $0
7/1/04  9/1/04            $0           $0             $0              $0          $0
7/1/05  9/1/05            $0           $0             $0              $0          $0
7/1/06  9/1/06            $0           $0             $0              $0          $0
7/1/07  9/1/07            $0           $0             $0              $0          $0
7/1/08  9/1/08            $0           $0             $0              $0          $0
7/1/09  9/1/09            $0           $0             $0              $0          $0
7/1/10  9/1/10            $0           $0             $0              $0          $0
7/1/11  9/1/11            $0           $0             $0              $0          $0
7/1/12  9/1/12            $0           $0             $0              $0          $0
7/1/13  9/1/13            $0           $0             $0              $0          $0
7/1/14  9/1/14            $0           $0             $0              $0          $0
7/1/15  9/1/15            $0           $0             $0              $0          $0
7/1/16  9/1/16            $0           $0             $0              $0          $0
7/1/17  9/1/17            $0           $0             $0              $0          $0
7/1/18  9/1/18            $0           $0             $0              $0          $0
7/1/19  9/1/19            $0           $0             $0              $0          $0
7/1/20  9/1/20            $0           $0             $0              $0          $0
7/1/21  9/1/21            $0           $0             $0              $0          $0
7/1/22  9/1/22            $0           $0             $0              $0          $0
7/1/23  9/1/23            $0           $0             $0              $0          $0
7/1/24  9/1/24            $0           $0             $0              $0          $0
7/1/25  9/1/25            $0           $0             $0              $0          $0
7/1/26  9/1/26            $0           $0             $0              $0          $0
7/1/27  9/1/27            $0           $0             $0              $0          $0
7/1/28  9/1/28            $0           $0             $0              $0          $0
7/1/29  9/1/29            $0           $0             $0              $0          $0
7/1/30  9/1/30            $0           $0             $0              $0          $0
7/1/31  9/1/31            $0           $0             $0              $0          $0
7/1/32  9/1/32            $0           $0             $0              $0          $0
7/1/33  9/1/33            $0           $0             $0              $0          $0
7/1/34  9/1/34            $0           $0             $0              $0          $0
7/1/35  9/1/35            $0           $0             $0              $0          $0
</TABLE>

<PAGE>

Additional equipment needs
                                                       
                   Lease
                  Trains-     Three          Total
                  180@425,   trainsets     additional
                  114@299,  of Aluminum     equipment
                and 250@475   Railcars        needs
                                345              
                                                       
7/1/93  9/1/93   $2,752,032                 $2,752,032
7/1/94  9/1/94   $2,752,032  $1,753,790     $2,752,032
7/1/95  9/1/95     $409,032  $1,753,790     $2,162,822
7/1/96  9/1/96               $1,753,790     $1,753,790
7/1/97  9/1/97               $1,753,790     $1,753,790
7/1/98  9/1/98               $1,753,790     $1,753,790
7/1/99  9/1/99               $1,753,790     $1,753,790
7/1/00  9/1/00               $1,753,790     $1,753,790
7/1/01  9/1/01               $1,753,790     $1,753,790
7/1/02  9/1/02               $1,753,790     $1,753,790
7/1/03  9/1/03               $1,753,790     $1,753,790
7/1/04  9/1/04               $1,753,790     $1,753,790
7/1/05  9/1/05               $1,753,790     $1,753,790
7/1/06  9/1/06               $1,753,790     $1,753,790
7/1/07  9/1/07               $1,753,790     $1,753,790
7/1/08  9/1/08               $1,753,790     $1,753,790
7/1/09  9/1/09               $1,753,790     $1,753,790
7/1/10  9/1/10               $1,753,790     $1,753,790
7/1/11  9/1/11               $1,753,790     $1,753,790
7/1/12  9/1/12               $1,753,790     $1,753,790
7/1/13  9/1/13               $1,753,790     $1,753,790
7/1/14  9/1/14               $1,753,790     $1,753,790
7/1/15  9/1/15               $1,753,790     $1,753,790
7/1/16  9/1/16               $1,753,790     $1,753,790
7/1/17  9/1/17               $1,753,790     $1,753,790
7/1/18  9/1/18               $1,753,790     $1,753,790
7/1/19  9/1/19               $1,753,790     $1,753,790
7/1/20  9/1/20               $1,753,790     $1,753,790
7/1/21  9/1/21               $1,753,790     $1,753,790
7/1/22  9/1/22               $1,753,790     $1,753,790
7/1/23  9/1/23               $1,753,790     $1,753,790
7/1/24  9/1/24               $1,753,790     $1,753,790
7/1/25  9/1/25               $1,753,790     $1,753,790
7/1/26  9/1/26               $1,753,790     $1,753,790
7/1/27  9/1/27               $1,753,790     $1,753,790
7/1/28  9/1/28               $1,753,790     $1,753,790
7/1/29  9/1/29                       $0     $1,753,790
7/1/30  9/1/30                       $0             $0
7/1/31  9/1/31                                      $0
7/1/32  9/1/32                                      $0
7/1/33  9/1/33                                      $0
7/1/34  9/1/34                                      $0
7/1/35  9/1/35                                        

Aluminum Railcar Lease Payments

<PAGE>                                                            
<TABLE>
<CAPTION>
                                                                   Total           Higher
                                                                 Aluminum        Capacity/
                                                                  Railcar         Aluminum
        Lease      Lot 1       Lot 2       Lot 3      Lot 4        Lease           Lease
       Payment  replacement replacement replacement replacement   Payments         Payments
                    609         765         570         0          1944               
<S>     <C>      <C>         <C>         <C>        <C>                  <C>     <C>
          
7/1/93  9/1/93           $0          $0          $0         $0           $0       $8,616,734
7/1/94  9/1/94           $0          $0          $0         $0           $0      $11,368,766
7/1/95  9/1/95           $0          $0          $0         $0           $0      $11,368,766
7/1/96  9/1/96           $0          $0          $0         $0           $0      $10,779,556
7/1/97  9/1/97           $0          $0          $0         $0           $0      $10,370,524
7/1/98  9/1/98           $0          $0          $0         $0           $0      $10,370,524
7/1/99  9/1/99   $3,440,491          $0          $0         $0   $3,440,491      $10,346,304
7/1/00  9/1/00   $3,440,491  $4,449,768          $0         $0   $7,890,259      $13,197,779
7/1/01  9/1/01   $3,440,491  $4,449,768          $0         $0   $7,890,259      $10,627,041
7/1/02  9/1/02   $3,440,491  $4,449,768          $0         $0   $7,890,259      $10,627,041
7/1/03  9/1/03   $3,440,491  $4,449,768  $3,618,339         $0  $11,508,598      $13,262,388
7/1/04  9/1/04   $3,440,491  $4,449,768  $3,618,339         $0  $11,508,598      $13,262,388
7/1/05  9/1/05   $3,440,491  $4,449,768  $3,618,339         $0  $11,508,598      $13,262,388
7/1/06  9/1/06   $3,440,491  $4,449,768  $3,618,339         $0  $11,508,598      $13,262,388
7/1/07  9/1/07   $3,440,491  $4,449,768  $3,618,339         $0  $11,508,598      $13,262,388
7/1/08  9/1/08   $3,440,491  $4,449,768  $3,618,339         $0  $11,508,598      $13,262,388
7/1/09  9/1/09   $3,440,491  $4,449,768  $3,618,339         $0  $11,508,598      $13,262,388
7/1/10  9/1/10   $3,440,491  $4,449,768  $3,618,339         $0  $11,508,598      $13,262,388
7/1/11  9/1/11   $3,440,491  $4,449,768  $3,618,339         $0  $11,508,598      $13,262,388
7/1/12  9/1/12   $3,440,491  $4,449,768  $3,618,339         $0  $11,508,598      $13,262,388
7/1/13  9/1/13   $3,440,491  $4,449,768  $3,618,339         $0  $11,508,598      $13,262,388
7/1/14  9/1/14   $3,440,491  $4,449,768  $3,618,339         $0  $11,508,598      $13,262,388
7/1/15  9/1/15   $3,440,491  $4,449,768  $3,618,339         $0  $11,508,598      $13,262,388
7/1/16  9/1/16   $3,440,491  $4,449,768  $3,618,339         $0  $11,508,598      $13,262,388
7/1/17  9/1/17   $3,440,491  $4,449,768  $3,618,339         $0  $11,508,598      $13,262,388
7/1/18  9/1/18   $3,440,491  $4,449,768  $3,618,339         $0  $11,508,598      $13,262,388
7/1/19  9/1/19   $3,440,491  $4,449,768  $3,618,339         $0  $11,508,598      $13,262,388
7/1/20  9/1/20   $3,440,491  $4,449,768  $3,618,339         $0  $11,508,598      $13,262,388
7/1/21  9/1/21   $3,440,491  $4,449,768  $3,618,339         $0  $11,508,598      $13,262,388
7/1/22  9/1/22   $3,440,491  $4,449,768  $3,618,339         $0  $11,508,598      $13,262,388
7/1/23  9/1/23   $3,440,491  $4,449,768  $3,618,339         $0  $11,508,598      $13,262,388
7/1/24  9/1/24   $3,440,491  $4,449,768  $3,618,339         $0  $11,508,598      $13,262,388
7/1/25  9/1/25   $3,440,491  $4,449,768  $3,618,339         $0  $11,508,598      $13,262,388
7/1/26  9/1/26   $3,440,491  $4,449,768  $3,618,339         $0  $11,508,598      $13,262,388
7/1/27  9/1/27   $3,440,491  $4,449,768  $3,618,339         $0  $11,508,598      $13,262,388
7/1/28  9/1/28   $3,440,491  $4,449,768  $3,618,339         $0  $11,508,598      $13,262,388
7/1/29  9/1/29   $3,440,491  $4,449,768  $3,618,339         $0  $11,508,598      $13,262,388
7/1/30  9/1/30   $3,440,491  $4,449,768  $3,618,339         $0  $11,508,598      $13,262,388
7/1/31  9/1/31           $0  $4,449,768  $3,618,339         $0   $8,068,106       $8,068,106
7/1/32  9/1/32           $0  $4,449,768  $3,618,339         $0   $8,068,106       $8,068,106
7/1/33  9/1/33           $0  $4,449,768  $3,618,339         $0   $8,068,106       $8,068,106
7/1/34  9/1/34           $0  $4,449,768  $3,618,339         $0   $8,068,106       $8,068,106
7/1/35  9/1/35           $0  $4,449,768  $3,618,339         $0   $8,068,106       $8,068,106
</TABLE>

<PAGE>

Maintenance on Higher Loaded Steel
                                                                          
                 Lot 1        Lot 2       Lot 3       Lot 4         
                  592          744         574         315        2225
                                                                          
7/1/93 9/1/93           $0          $0          $0          $0          $0
7/1/94 9/1/94   $1,784,902  $2,243,187  $1,730,631    $949,737  $6,708,457
7/1/95 9/1/95   $1,850,074  $2,325,093  $1,793,822    $984,414  $6,953,402
7/1/96 9/1/96   $1,922,474  $2,416,083  $1,864,021  $1,022,938  $7,225,516
7/1/97 9/1/97   $1,996,428  $2,509,024  $1,935,726  $1,062,288  $7,503,466
7/1/98 9/1/98   $2,071,569  $2,603,458  $2,008,582  $1,102,271  $7,785,880
7/1/99 9/1/99           $0  $2,703,804  $2,085,999  $1,144,756  $5,934,559
7/1/00 9/1/00           $0          $0  $2,167,462  $1,189,461  $3,356,922
7/1/01 9/1/01           $0          $0          $0  $1,235,811  $1,235,811
7/1/02 9/1/02           $0          $0          $0  $1,284,802  $1,284,802
7/1/03 9/1/03           $0          $0          $0          $0          $0
7/1/04 9/1/04           $0          $0          $0          $0          $0
7/1/05 9/1/05           $0          $0          $0          $0          $0
7/1/06 9/1/06           $0          $0          $0          $0          $0
7/1/07 9/1/07           $0          $0          $0          $0          $0
7/1/08 9/1/08           $0          $0          $0          $0          $0
7/1/09 9/1/09           $0          $0          $0          $0          $0
7/1/10 9/1/10           $0          $0          $0          $0          $0
7/1/11 9/1/11           $0          $0          $0          $0          $0
7/1/12 9/1/12           $0          $0          $0          $0          $0
7/1/13 9/1/13           $0          $0          $0          $0          $0
7/1/14 9/1/14           $0          $0          $0          $0          $0
7/1/15 9/1/15           $0          $0          $0          $0          $0
7/1/16 9/1/16           $0          $0          $0          $0          $0
7/1/17 9/1/17           $0          $0          $0          $0          $0
7/1/18 9/1/18           $0          $0          $0          $0          $0
7/1/19 9/1/19           $0          $0          $0          $0          $0
7/1/20 9/1/20           $0          $0          $0          $0          $0
7/1/21 9/1/21           $0          $0          $0          $0          $0
7/1/22 9/1/22           $0          $0          $0          $0          $0
7/1/23 9/1/23           $0          $0          $0          $0          $0
7/1/24 9/1/24           $0          $0          $0          $0          $0
7/1/25 9/1/25           $0          $0          $0          $0          $0
7/1/26 9/1/26           $0          $0          $0          $0          $0
7/1/27 9/1/27           $0          $0          $0          $0          $0
7/1/28 9/1/28           $0          $0          $0          $0          $0
7/1/29 9/1/29           $0          $0          $0          $0          $0
7/1/30 9/1/30           $0          $0          $0          $0          $0
7/1/31 9/1/31           $0          $0          $0          $0          $0
7/1/32 9/1/32           $0          $0          $0          $0          $0
7/1/33 9/1/33           $0          $0          $0          $0          $0
7/1/34 9/1/34           $0          $0          $0          $0          $0
7/1/35 9/1/35           $0          $0          $0          $0          $0
<PAGE>                                                                          

Maintenance on Higher Loaded Steel
                                                                          
                 Lot 1        Lot 2       Lot 3       Lot 4         
                  592          744         574         315        2225
                                                                          
7/1/93 9/1/93           $0          $0          $0          $0          $0
7/1/94 9/1/94   $1,784,902  $2,243,187  $1,730,631    $949,737  $6,708,457
7/1/95 9/1/95   $1,850,074  $2,325,093  $1,793,822    $984,414  $6,953,402
7/1/96 9/1/96   $1,922,474  $2,416,083  $1,864,021  $1,022,938  $7,225,516
7/1/97 9/1/97   $1,996,428  $2,509,024  $1,935,726  $1,062,288  $7,503,466
7/1/98 9/1/98   $2,071,569  $2,603,458  $2,008,582  $1,102,271  $7,785,880
7/1/99 9/1/99           $0  $2,703,804  $2,085,999  $1,144,756  $5,934,559
7/1/00 9/1/00           $0          $0  $2,167,462  $1,189,461  $3,356,922
7/1/01 9/1/01           $0          $0          $0  $1,235,811  $1,235,811
7/1/02 9/1/02           $0          $0          $0  $1,284,802  $1,284,802
7/1/03 9/1/03           $0          $0          $0          $0          $0
7/1/04 9/1/04           $0          $0          $0          $0          $0
7/1/05 9/1/05           $0          $0          $0          $0          $0
7/1/06 9/1/06           $0          $0          $0          $0          $0
7/1/07 9/1/07           $0          $0          $0          $0          $0
7/1/08 9/1/08           $0          $0          $0          $0          $0
7/1/09 9/1/09           $0          $0          $0          $0          $0
7/1/10 9/1/10           $0          $0          $0          $0          $0
7/1/11 9/1/11           $0          $0          $0          $0          $0
7/1/12 9/1/12           $0          $0          $0          $0          $0
7/1/13 9/1/13           $0          $0          $0          $0          $0
7/1/14 9/1/14           $0          $0          $0          $0          $0
7/1/15 9/1/15           $0          $0          $0          $0          $0
7/1/16 9/1/16           $0          $0          $0          $0          $0
7/1/17 9/1/17           $0          $0          $0          $0          $0
7/1/18 9/1/18           $0          $0          $0          $0          $0
7/1/19 9/1/19           $0          $0          $0          $0          $0
7/1/20 9/1/20           $0          $0          $0          $0          $0
7/1/21 9/1/21           $0          $0          $0          $0          $0
7/1/22 9/1/22           $0          $0          $0          $0          $0
7/1/23 9/1/23           $0          $0          $0          $0          $0
7/1/24 9/1/24           $0          $0          $0          $0          $0
7/1/25 9/1/25           $0          $0          $0          $0          $0
7/1/26 9/1/26           $0          $0          $0          $0          $0
7/1/27 9/1/27           $0          $0          $0          $0          $0
7/1/28 9/1/28           $0          $0          $0          $0          $0
7/1/29 9/1/29           $0          $0          $0          $0          $0
7/1/30 9/1/30           $0          $0          $0          $0          $0
7/1/31 9/1/31           $0          $0          $0          $0          $0
7/1/32 9/1/32           $0          $0          $0          $0          $0
7/1/33 9/1/33           $0          $0          $0          $0          $0
7/1/34 9/1/34           $0          $0          $0          $0          $0
7/1/35 9/1/35           $0          $0          $0          $0          $0

<PAGE>
<TABLE>
<CAPTION>

Maintenance on additional equipment
                                                           Aluminum                              
              Herzog lease   Other lease  GE lease         Railcars        
                   180           114        250              345               
<S>             <C>          <C>       <C>                 <C>         <C>                    
7/1/93 9/1/93   $189,000     $319,200  $525,000                                $0
7/1/94 9/1/94   $189,000     $319,200  $525,000                        $1,033,200
7/1/95 9/1/95                $319,200                         $78,166  $1,033,200
7/1/96 9/1/96                                                $162,345    $397,366
7/1/97 9/1/97                                                $336,911    $162,345
7/1/98 9/1/98                                                $874,741    $336,911
7/1/99 9/1/99                                                $908,901    $874,741
7/1/00 9/1/00                                              $1,101,705    $908,901
7/1/01 9/1/01                                              $1,407,182  $1,101,705
7/1/02 9/1/02                                              $1,464,034  $1,407,182
7/1/03 9/1/03                                              $1,524,164  $1,464,034
7/1/04 9/1/04                                              $1,587,648  $1,524,164
7/1/05 9/1/05                                              $1,654,942  $1,587,648
7/1/06 9/1/06                                              $1,726,056  $1,654,942
7/1/07 9/1/07                                              $1,800,849  $1,726,056
7/1/08 9/1/08                                              $1,879,807  $1,800,849
7/1/09 9/1/09                                              $1,962,917  $1,879,807
7/1/10 9/1/10                                              $2,049,689  $1,962,917
7/1/11 9/1/11                                              $2,140,173  $2,049,689
7/1/12 9/1/12                                              $2,234,643  $2,140,173
7/1/13 9/1/13                                              $2,333,539  $2,234,643
7/1/14 9/1/14                                              $2,437,025  $2,333,539
7/1/15 9/1/15                                              $2,545,498  $2,437,025
7/1/16 9/1/16                                              $2,658,321  $2,545,498
7/1/17 9/1/17                                              $2,776,166  $2,658,321
7/1/18 9/1/18                                              $2,899,275  $2,776,166
7/1/19 9/1/19                                              $3,027,883  $2,899,275
7/1/20 9/1/20                                              $3,162,239  $3,027,883
7/1/21 9/1/21                                              $3,302,600  $3,162,239
7/1/22 9/1/22                                              $3,449,237  $3,302,600
7/1/23 9/1/23                                              $3,602,432  $3,449,237
7/1/24 9/1/24                                              $3,762,480  $3,602,432
7/1/25 9/1/25                                              $3,929,690  $3,762,480
7/1/26 9/1/26                                              $4,104,384  $3,929,690
7/1/27 9/1/27                                              $4,286,898  $4,104,384
7/1/28 9/1/28                                              $4,477,586  $4,286,898
7/1/29 9/1/29                                              $4,676,815  $4,477,586
7/1/30 9/1/30                                                      $0  $4,676,815
7/1/31 9/1/31                                                      $0          $0
7/1/32 9/1/32                                                      $0          $0
7/1/33 9/1/33                                                      $0          $0
7/1/34 9/1/34                                                      $0          $0
7/1/35 9/1/35                                                                  $0
</TABLE>                                              

<PAGE>
Maintenance on Aluminum Railcars

<TABLE>
<CAPTION>
                    Lot 1       Lot 2       Lot 3    Lot 4                  Higher Capacity
                     609         765         570       0       1944        Maintenance Cost
<S>    <C>      <C>         <C>          <C>           <C>  <C>              <C>                                    
7/1/93 9/1/93           $0           $0          $0    $0            $0       $4,997,754
7/1/94 9/1/94           $0           $0          $0    $0            $0       $7,741,657
7/1/95 9/1/95           $0           $0          $0    $0            $0       $7,986,602
7/1/96 9/1/96           $0           $0          $0    $0            $0       $7,622,882
7/1/97 9/1/97           $0           $0          $0    $0            $0       $7,665,811
7/1/98 9/1/98           $0           $0          $0    $0            $0       $8,122,790
7/1/99 9/1/99     $154,411           $0          $0    $0      $154,411       $6,963,710
7/1/00 9/1/00     $320,882     $201,539          $0    $0      $522,421       $4,788,244
7/1/01 9/1/01     $666,771     $418,785          $0    $0    $1,085,556       $3,423,072
7/1/02 9/1/02   $1,733,011     $870,774          $0    $0    $2,603,784       $5,295,769
7/1/03 9/1/03   $1,803,026   $2,264,885    $168,756    $0    $4,236,668       $5,700,701
7/1/04 9/1/04   $2,189,926   $2,357,907    $351,374    $0    $4,899,207       $6,423,371
7/1/05 9/1/05   $2,802,543   $2,865,471    $732,020    $0    $6,400,034       $7,987,681
7/1/06 9/1/06   $2,921,332   $3,669,654  $1,811,887    $0    $8,402,873      $10,057,815
7/1/07 9/1/07   $3,046,865   $3,827,343  $1,989,590    $0    $8,863,797      $10,589,854
7/1/08 9/1/08   $3,178,890   $3,993,187  $2,421,768    $0    $9,593,845      $11,394,694
7/1/09 9/1/09   $3,318,268   $4,168,268  $3,105,768    $0   $10,592,305      $12,472,112
7/1/10 9/1/10   $3,464,975   $4,352,554  $3,243,080    $0   $11,060,609      $13,023,525
7/1/11 9/1/11   $3,618,147   $4,544,963  $3,386,443    $0   $11,549,554      $13,599,243
7/1/12 9/1/12   $3,777,870   $4,745,601  $3,535,938    $0   $12,059,409      $14,199,582
7/1/13 9/1/13   $3,944,631   $4,955,078  $3,692,019    $0   $12,591,728      $14,826,371
7/1/14 9/1/14   $4,119,204   $5,174,369  $3,855,412    $0   $13,148,985      $15,482,524
7/1/15 9/1/15   $4,301,878   $5,403,837  $4,026,389    $0   $13,732,104      $16,169,129
7/1/16 9/1/16   $4,493,357   $5,644,365  $4,205,605    $0   $14,343,327      $16,888,825
7/1/17 9/1/17   $4,692,515   $5,894,539  $4,392,009    $0   $14,979,063      $17,637,384
7/1/18 9/1/18   $4,900,537   $6,155,847  $4,586,710    $0   $15,643,095      $18,419,261
7/1/19 9/1/19   $5,117,851   $6,428,827  $4,790,107    $0   $16,336,784      $19,236,059
7/1/20 9/1/20   $5,344,872   $6,714,002  $5,002,590    $0   $17,061,465      $20,089,348
7/1/21 9/1/21   $5,582,039   $7,011,921  $5,224,569    $0   $17,818,530      $20,980,769
7/1/22 9/1/22   $5,829,807   $7,323,157  $5,456,470    $0   $18,609,435      $21,912,035
7/1/23 9/1/23   $6,088,654   $7,648,309  $5,698,740    $0   $19,435,702      $22,884,939
7/1/24 9/1/24   $6,359,076   $7,988,002  $5,951,845    $0   $20,298,922      $23,901,355
7/1/25 9/1/25   $6,641,596   $8,342,891  $6,216,272    $0   $21,200,759      $24,963,239
7/1/26 9/1/26   $6,936,757   $8,713,660  $6,492,531    $0   $22,142,949      $26,072,639
7/1/27 9/1/27   $7,245,129   $9,101,024  $6,781,155    $0   $23,127,309      $27,231,693
7/1/28 9/1/28   $7,567,307   $9,505,731  $7,082,701    $0   $24,155,739      $28,442,637
7/1/29 9/1/29   $7,903,912   $9,928,560  $7,397,750    $0   $25,230,222      $29,707,808
7/1/30 9/1/30   $8,255,594  $10,370,328  $7,726,911    $0   $26,352,834      $31,029,648
7/1/31 9/1/31           $0  $10,831,889  $8,070,819    $0   $18,902,708      $18,902,708
7/1/32 9/1/32           $0  $11,314,135  $8,430,140    $0   $19,744,274      $19,744,274
7/1/33 9/1/33           $0  $11,817,997  $8,805,566    $0   $20,623,563      $20,623,563
7/1/34 9/1/34           $0  $12,344,451  $9,197,826    $0   $21,542,277      $21,542,277
7/1/35 9/1/35           $0  $12,894,515  $9,607,678    $0   $22,502,192      $22,502,192
</TABLE>

<PAGE>

Tonnage Moved                                   REACTED INFORMATION
Steel railcar Base Freight Rate                 REACTED INFORMATION
Steel railcar Incentive Freight Rate            REACTED INFORMATION
Aluminum Freight Rate 8.5 MM tons 2000          REACTED INFORMATION
Aluminum Freight Rate 8.5 to 10.0 MM tons 2000  REACTED INFORMATION
Aluminum Freight Rate ABOVE 10.0 MM tons 2000   REACTED INFORMATION
Total Freight Bill                              REACTED INFORMATION
Total Base Case                                 REACTED INFORMATION


<PAGE>
                                                                Schedule 8

Base Case minus Aluminum

ALUMINUM GONDOLA CASE CASH FLOW (1995-2035)
<TABLE>                                                                                          
<CAPTION>
                        Lease # 1    Lease # 2      Lease # 3      Lease # 4        
                      Railcars are Railcars are   Railcars are   Railcars are     Total
             Lease      returned     returned    returned third returned third    Lease
            Payment     mid 1998     mid 1999     quarter 2000   quarter 2002    Payment
 <S>        <C>        <C>          <C>            <C>             <C>         <C>                            
 7/1/93     9/1/93     $1,866,418   $3,196,586     $2,570,738      $982,992    $8,616,734
 7/1/94     9/1/94     $1,866,418   $3,196,586     $2,570,738      $982,992    $8,616,734
 7/1/95     9/1/95     $1,866,418   $3,196,586     $2,570,738      $982,992    $8,616,734
 7/1/96     9/1/96     $1,866,418   $3,196,586     $2,570,738      $982,992    $8,616,734
 7/1/97     9/1/97     $1,866,418   $3,196,586     $2,570,738      $982,992    $8,616,734
 7/1/98     9/1/98     $1,866,418   $3,196,586     $2,570,738      $982,992    $8,616,734
 7/1/99     9/1/99              0   $1,598,293     $2,570,738      $982,992    $5,152,023
 7/1/00     9/1/00                                 $2,570,738      $982,992    $3,553,730
 7/1/01     9/1/01                                         $0      $982,992      $982,992
 7/1/02     9/1/02                                         $0      $982,992      $982,992
 7/1/03     9/1/03                                                                       
 7/1/04     9/1/04                                                                       
 7/1/05     9/1/05                                                                       
 7/1/06     9/1/06                                                                       
 7/1/07     9/1/07                                                                       
 7/1/08     9/1/08                                                                       
 7/1/09     9/1/09                                                                       
 7/1/10     9/1/10                                                                       
 7/1/11     9/1/11                                                                       
 7/1/12     9/1/12                                                                       
 7/1/13     9/1/13                                                                       
 7/1/14     9/1/14                                                                       
 7/1/15     9/1/15                                                                       
 7/1/16     9/1/16                                                                       
 7/1/17     9/1/17                                                                       
 7/1/18     9/1/18                                                                       
 7/1/19     9/1/19                                                                       
 7/1/20     9/1/20                                                                       
 7/1/21     9/1/21                                                                       
 7/1/22     9/1/22                                                                       
 7/1/23     9/1/23                                                                       
 7/1/24     9/1/24                                                                       
 7/1/25     9/1/25                                                                       
 7/1/26     9/1/26                                                                       
 7/1/27     9/1/27                                                                       
 7/1/28     9/1/28                                                                       
 7/1/29     9/1/29                                                                       
 7/1/30     9/1/30                                                                       
 7/1/31     9/1/31                                                                       
 7/1/32     9/1/32                                                                       
 7/1/33     9/1/33                                                                       
 7/1/34     9/1/34                                                                       
 7/1/35     9/1/35                                                                       
</TABLE>

<PAGE>

Additional equipment needs
                                                              
                 Lease trains-                        Total
                   180@425,     Parking cost of    additional
                   114@299,      steel gondolas     equipment
                 and 250@475  ($1.25/day/gondola)     needs
                         
 7/1/93   9/1/93                                           $0
 7/1/94   9/1/94  $2,752,032                       $2,752,032
 7/1/95   9/1/95  $2,752,032       $631,678        $3,383,710
 7/1/96   9/1/96    $409,032     $1,067,169        $1,476,201
 7/1/97   9/1/97                 $1,015,156        $1,015,156
 7/1/98   9/1/98                   $880,106          $880,106
 7/1/99   9/1/99                   $405,606          $405,606
 7/1/00   9/1/00                   $405,606          $405,606
 7/1/01   9/1/01                   $143,719          $143,719
 7/1/02   9/1/02                   $179,648          $179,648
 7/1/03   9/1/03                                           $0
 7/1/04   9/1/04                                           $0
 7/1/05   9/1/05                                           $0
 7/1/06   9/1/06                                           $0
 7/1/07   9/1/07                                           $0
 7/1/08   9/1/08                                           $0
 7/1/09   9/1/09                                           $0
 7/1/10   9/1/10                                           $0
 7/1/11   9/1/11                                           $0
 7/1/12   9/1/12                                           $0
 7/1/13   9/1/13                                           $0
 7/1/14   9/1/14                                           $0
 7/1/15   9/1/15                                           $0
 7/1/16   9/1/16                                           $0
 7/1/17   9/1/17                                           $0
 7/1/18   9/1/18                                           $0
 7/1/19   9/1/19                                           $0
 7/1/20   9/1/20                                           $0
 7/1/21   9/1/21                                           $0
 7/1/22   9/1/22                                           $0
 7/1/23   9/1/23                                           $0
 7/1/24   9/1/24                                           $0
 7/1/25   9/1/25                                           $0
 7/1/26   9/1/26                                           $0
 7/1/27   9/1/27                                           $0
 7/1/28   9/1/28                                           $0
 7/1/29   9/1/29                                           $0
 7/1/30   9/1/30                                           $0
 7/1/31   9/1/31                                           $0
 7/1/32   9/1/32                                           $0
 7/1/33   9/1/33                                           $0
 7/1/34   9/1/34                                           $0
 7/1/35   9/1/35                                           $0

<PAGE>

Purchase new Aluminum railcars

                                               Total lease     Aluminum
                                                 cost for      Railcars
                    Lot 1 of       Lot 2 of      Aluminum      Net Lease
                  new railcars   new railcars    Railcars      Payments
                     1,150          1,139         2,289            
                                                                           
7/1/93    9/1/93           $0            $0             $0      $8,616,734
7/1/94    9/1/94                         $0             $0     $11,368,766
7/1/95    9/1/95   $2,830,977    $2,870,434     $5,701,411     $17,701,855
7/1/96    9/1/96   $5,661,954    $5,740,869    $11,402,823     $21,495,757
7/1/97    9/1/97   $5,661,954    $5,740,869    $11,402,823     $21,034,713
7/1/98    9/1/98   $5,661,954    $5,740,869    $11,402,823     $20,899,663
7/1/99    9/1/99   $5,661,954    $5,740,869    $11,402,823     $16,960,452
7/1/00    9/1/00   $5,661,954    $5,740,869    $11,402,823     $15,362,159
7/1/01    9/1/01   $5,661,954    $5,740,869    $11,402,823     $12,529,533
7/1/02    9/1/02   $5,661,954    $5,740,869    $11,402,823     $12,565,463
7/1/03    9/1/03   $5,661,954    $5,740,869    $11,402,823     $11,402,823
7/1/04    9/1/04   $5,661,954    $5,740,869    $11,402,823     $11,402,823
7/1/05    9/1/05   $5,661,954    $5,740,869    $11,402,823     $11,402,823
7/1/06    9/1/06   $5,661,954    $5,740,869    $11,402,823     $11,402,823
7/1/07    9/1/07   $5,661,954    $5,740,869    $11,402,823     $11,402,823
7/1/08    9/1/08   $5,661,954    $5,740,869    $11,402,823     $11,402,823
7/1/09    9/1/09   $5,661,954    $5,740,869    $11,402,823     $11,402,823
7/1/10    9/1/10   $5,661,954    $5,740,869    $11,402,823     $11,402,823
7/1/11    9/1/11   $5,661,954    $5,740,869    $11,402,823     $11,402,823
7/1/12    9/1/12   $5,661,954    $5,740,869    $11,402,823     $11,402,823
7/1/13    9/1/13   $5,661,954    $5,740,869    $11,402,823     $11,402,823
7/1/14    9/1/14   $5,661,954    $5,740,869    $11,402,823     $11,402,823
7/1/15    9/1/15   $5,661,954    $5,740,869    $11,402,823     $11,402,823
7/1/16    9/1/16   $5,661,954    $5,740,869    $11,402,823     $11,402,823
7/1/17    9/1/17   $5,661,954    $5,740,869    $11,402,823     $11,402,823
7/1/18    9/1/18   $5,661,954    $5,740,869    $11,402,823     $11,402,823
7/1/19    9/1/19   $5,661,954    $5,740,869    $11,402,823     $11,402,823
7/1/20    9/1/20   $5,661,954    $5,740,869    $11,402,823     $11,402,823
7/1/21    9/1/21   $5,661,954    $5,740,869    $11,402,823     $11,402,823
7/1/22    9/1/22   $5,661,954    $5,740,869    $11,402,823     $11,402,823
7/1/23    9/1/23   $5,661,954    $5,740,869    $11,402,823     $11,402,823
7/1/24    9/1/24   $5,661,954    $5,740,869    $11,402,823     $11,402,823
7/1/25    9/1/25   $5,661,954    $5,740,869    $11,402,823     $11,402,823
7/1/26    9/1/26   $5,661,954    $5,740,869    $11,402,823     $11,402,823
7/1/27    9/1/27   $5,661,954    $5,740,869    $11,402,823     $11,402,823
7/1/28    9/1/28   $5,661,954    $5,740,869    $11,402,823     $11,402,823
7/1/29    9/1/29   $5,661,954    $5,740,869    $11,402,823     $11,402,823
7/1/30    9/1/30   $5,661,954    $5,740,869    $11,402,823     $11,402,823
7/1/31    9/1/31           $0    $5,740,869     $5,740,869      $5,740,869
7/1/32    9/1/32           $0    $5,740,869     $5,740,869      $5,740,869
7/1/33    9/1/33           $0    $5,740,869     $5,740,869      $5,740,869
7/1/34    9/1/34           $0    $5,740,869     $5,740,869      $5,740,869
7/1/35    9/1/35           $0    $5,740,869     $5,740,869      $5,740,869

<PAGE>

Maintenance Cost Estimation

Maintenance on Steel Railcars
                                                                             
                    Lot 1       Lot 2        Lot 3        Lot 4         
                     592         744          574          315        2225
                                                                             
7/1/93    9/1/93  $1,329,739   $1,671,159   $1,289,308   $707,547  $4,997,754
7/1/94    9/1/94                                                             
7/1/95    9/1/95                                                             
7/1/96    9/1/96                                                             
7/1/97    9/1/97                                                             
7/1/98    9/1/98                                                             
7/1/99    9/1/99                                                             
7/1/00    9/1/00                                                             
7/1/01    9/1/01                                                             
7/1/02    9/1/02                                                             
7/1/03    9/1/03                                                             
7/1/04    9/1/04                                                             
7/1/05    9/1/05                                                             
7/1/06    9/1/06                                                             
7/1/07    9/1/07                                                             
7/1/08    9/1/08                                                             
7/1/09    9/1/09                                                             
7/1/10    9/1/10                                                             
7/1/11    9/1/11                                                             
7/1/12    9/1/12                                                             
7/1/13    9/1/13                                                             
7/1/14    9/1/14                                                             
7/1/15    9/1/15                                                             
7/1/16    9/1/16                                                             
7/1/17    9/1/17                                                             
7/1/18    9/1/18                                                             
7/1/19    9/1/19                                                             
7/1/20    9/1/20                                                             
7/1/21    9/1/21                                                             
7/1/22    9/1/22                                                             
7/1/23    9/1/23                                                             
7/1/24    9/1/24                                                             
7/1/25    9/1/25                                                             
7/1/26    9/1/26                                                             
7/1/27    9/1/27                                                             
7/1/28    9/1/28                                                             
7/1/29    9/1/29                                                             
7/1/30    9/1/30                                                             
7/1/31    9/1/31                                                             
7/1/32    9/1/32                                                             
7/1/33    9/1/33                                                             
7/1/34    9/1/34                                                             
7/1/35    9/1/35                                                             

<PAGE>                                

Maintenance on Higher Loaded Steel
                                                                             
                                                                             
                    Lot 1       Lot 2        Lot 3        Lot 4         
                     592         744          574          315        2225
                                                                             
7/1/93    9/1/93          $0           $0           $0         $0          $0
7/1/94    9/1/94  $1,784,902   $2,243,187   $1,730,631   $949,737  $6,708,457
7/1/95    9/1/95    $925,037   $1,162,546     $896,911   $492,207  $3,476,701
7/1/96    9/1/96          $0           $0           $0         $0          $0
7/1/97    9/1/97          $0           $0           $0         $0          $0
7/1/98    9/1/98          $0           $0           $0         $0          $0
7/1/99    9/1/99          $0           $0           $0         $0          $0
7/1/00    9/1/00          $0           $0           $0         $0          $0
7/1/01    9/1/01          $0           $0           $0         $0          $0
7/1/02    9/1/02          $0           $0           $0         $0          $0
7/1/03    9/1/03          $0           $0           $0         $0          $0
7/1/04    9/1/04          $0           $0           $0         $0          $0
7/1/05    9/1/05          $0           $0           $0         $0          $0
7/1/06    9/1/06          $0           $0           $0         $0          $0
7/1/07    9/1/07          $0           $0           $0         $0          $0
7/1/08    9/1/08          $0           $0           $0         $0          $0
7/1/09    9/1/09          $0           $0           $0         $0          $0
7/1/10    9/1/10          $0           $0           $0         $0          $0
7/1/11    9/1/11          $0           $0           $0         $0          $0
7/1/12    9/1/12          $0           $0           $0         $0          $0
7/1/13    9/1/13          $0           $0           $0         $0          $0
7/1/14    9/1/14          $0           $0           $0         $0          $0
7/1/15    9/1/15          $0           $0           $0         $0          $0
7/1/16    9/1/16          $0           $0           $0         $0          $0
7/1/17    9/1/17          $0           $0           $0         $0          $0
7/1/18    9/1/18          $0           $0           $0         $0          $0
7/1/19    9/1/19          $0           $0           $0         $0          $0
7/1/20    9/1/20          $0           $0           $0         $0          $0
7/1/21    9/1/21          $0           $0           $0         $0          $0
7/1/22    9/1/22          $0           $0           $0         $0          $0
7/1/23    9/1/23          $0           $0           $0         $0          $0
7/1/24    9/1/24          $0           $0           $0         $0          $0
7/1/25    9/1/25          $0           $0           $0         $0          $0
7/1/26    9/1/26          $0           $0           $0         $0          $0
7/1/27    9/1/27          $0           $0           $0         $0          $0
7/1/28    9/1/28          $0           $0           $0         $0          $0
7/1/29    9/1/29          $0           $0           $0         $0          $0
7/1/30    9/1/30          $0           $0           $0         $0          $0
7/1/31    9/1/31          $0           $0           $0         $0          $0
7/1/32    9/1/32          $0           $0           $0         $0          $0
7/1/33    9/1/33          $0           $0           $0         $0          $0
7/1/34    9/1/34          $0           $0           $0         $0          $0
7/1/35    9/1/35          $0           $0           $0         $0          $0

<PAGE>

Maintenance on additional equipment
                                                       Aluminum       
                  Herzog lease  Other lease   GE lease Railcars       
                       180          114         250        0          
                                                                           
7/1/93    9/1/93                                                         $0
7/1/94    9/1/94      $189,000      $319,200  $525,000           $1,033,200
7/1/95    9/1/95       $94,500      $159,600  $262,500             $516,600
7/1/96    9/1/96            $0            $0        $0        $0         $0
7/1/97    9/1/97             0             0         0         0         $0
7/1/98    9/1/98             0             0         0         0         $0
7/1/99    9/1/99             0             0         0         0         $0
7/1/00    9/1/00             0             0         0         0         $0
7/1/01    9/1/01             0             0         0         0         $0
7/1/02    9/1/02             0             0         0         0         $0
7/1/03    9/1/03             0             0         0         0         $0
7/1/04    9/1/04             0             0         0         0         $0
7/1/05    9/1/05             0             0         0         0         $0
7/1/06    9/1/06             0             0         0         0         $0
7/1/07    9/1/07             0             0         0         0         $0
7/1/08    9/1/08             0             0         0         0         $0
7/1/09    9/1/09             0             0         0         0         $0
7/1/10    9/1/10             0             0         0         0         $0
7/1/11    9/1/11             0             0         0         0         $0
7/1/12    9/1/12             0             0         0         0         $0
7/1/13    9/1/13             0             0         0         0         $0
7/1/14    9/1/14             0             0         0         0         $0
7/1/15    9/1/15             0             0         0         0         $0
7/1/16    9/1/16             0             0         0         0         $0
7/1/17    9/1/17             0             0         0         0         $0
7/1/18    9/1/18             0             0         0         0         $0
7/1/19    9/1/19             0             0         0         0         $0
7/1/20    9/1/20             0             0         0         0         $0
7/1/21    9/1/21             0             0         0         0         $0
7/1/22    9/1/22             0             0         0         0         $0
7/1/23    9/1/23             0             0         0         0         $0
7/1/24    9/1/24             0             0         0         0         $0
7/1/25    9/1/25             0             0         0         0         $0
7/1/26    9/1/26             0             0         0         0         $0
7/1/27    9/1/27             0             0         0         0         $0
7/1/28    9/1/28             0             0         0         0         $0
7/1/29    9/1/29             0             0         0         0         $0
7/1/30    9/1/30             0             0         0         0         $0
7/1/31    9/1/31             0             0         0         0         $0
7/1/32    9/1/32             0             0         0         0         $0
7/1/33    9/1/33             0             0         0         0         $0
7/1/34    9/1/34             0             0         0         0         $0
7/1/35    9/1/35             0             0         0         0         $0

<PAGE>

Maintenance on Aluminum Railcars
            
                                               Total Lease             
                 Lot 1 of new Lot 2 of new       cost for     Aluminum Railcars
                   railcars     railcars    Aluminum Railcars    Maintenance
                     1,150        1,139                                
                                                                               
7/1/93    9/1/93           $0            $0                $0        $4,997,754
7/1/94    9/1/94           $0            $0                $0        $7,741,657
7/1/95    9/1/95     $250,740      $248,341          $499,081        $4,492,382
7/1/96    9/1/96     $521,105      $516,120        $1,037,225        $1,037,225
7/1/97    9/1/97   $1,082,301    $1,071,948        $2,154,249        $2,154,249
7/1/98    9/1/98   $2,807,590    $2,780,735        $5,588,324        $5,588,324
7/1/99    9/1/99   $2,915,803    $2,887,913        $5,803,716        $5,803,716
7/1/00    9/1/00   $3,534,616    $3,500,807        $7,035,423        $7,035,423
7/1/01    9/1/01   $4,511,746    $4,468,590        $8,980,336        $8,980,336
7/1/02    9/1/02   $4,690,606    $4,645,740        $9,336,346        $9,336,346
7/1/03    9/1/03   $4,880,112    $4,833,433        $9,713,545        $9,713,545
7/1/04    9/1/04   $5,080,545    $5,031,949       $10,112,494       $10,112,494
7/1/05    9/1/05   $5,292,159    $5,241,538       $10,533,697       $10,533,697
7/1/06    9/1/06   $5,516,473    $5,463,706       $10,980,179       $10,980,179
7/1/07    9/1/07   $5,753,522    $5,698,488       $11,452,009       $11,452,009
7/1/08    9/1/08   $6,002,830    $5,945,411       $11,948,241       $11,948,241
7/1/09    9/1/09   $6,266,024    $6,206,088       $12,472,112       $12,472,112
7/1/10    9/1/10   $6,543,056    $6,480,470       $13,023,525       $13,023,525
7/1/11    9/1/11   $6,832,298    $6,766,945       $13,599,243       $13,599,243
7/1/12    9/1/12   $7,133,910    $7,065,672       $14,199,582       $14,199,582
7/1/13    9/1/13   $7,448,810    $7,377,561       $14,826,371       $14,826,371
7/1/14    9/1/14   $7,778,463    $7,704,061       $15,482,524       $15,482,524
7/1/15    9/1/15   $8,123,415    $8,045,713       $16,169,129       $16,169,129
7/1/16    9/1/16   $8,484,993    $8,403,832       $16,888,825       $16,888,825
7/1/17    9/1/17   $8,861,071    $8,776,313       $17,637,384       $17,637,384
7/1/18    9/1/18   $9,253,888    $9,165,373       $18,419,261       $18,419,261
7/1/19    9/1/19   $9,664,250    $9,571,809       $19,236,059       $19,236,059
7/1/20    9/1/20  $10,092,945    $9,996,404       $20,089,348       $20,089,348
7/1/21    9/1/21  $10,540,797   $10,439,972       $20,980,769       $20,980,769
7/1/22    9/1/22  $11,008,668   $10,903,367       $21,912,035       $21,912,035
7/1/23    9/1/23  $11,497,457   $11,387,482       $22,884,939       $22,884,939
7/1/24    9/1/24  $12,008,107   $11,893,247       $23,901,355       $23,901,355
7/1/25    9/1/25  $12,541,601   $12,421,638       $24,963,239       $24,963,239
7/1/26    9/1/26  $13,098,967   $12,973,672       $26,072,639       $26,072,639
7/1/27    9/1/27  $13,681,279   $13,550,414       $27,231,693       $27,231,693
7/1/28    9/1/28  $14,289,660   $14,152,977       $28,442,637       $28,442,637
7/1/29    9/1/29  $14,925,286   $14,782,522       $29,707,808       $29,707,808
7/1/30    9/1/30  $15,589,382   $15,440,266       $31,029,648       $31,029,648
7/1/31    9/1/31           $0   $16,127,479       $16,127,479       $16,127,479
7/1/32    9/1/32           $0   $16,845,489       $16,845,489       $16,845,489
7/1/33    9/1/33           $0   $17,595,684       $17,595,684       $17,595,684
7/1/34    9/1/34           $0   $18,379,516       $18,379,516       $18,379,516
7/1/35    9/1/35           $0   $19,198,500       $19,198,500       $19,198,500

<PAGE>

Tonnage Moved                                REACTED INFORMATION
Steel railcar Base Freight Rate              REACTED INFORMATION
Steel railcar Incentive Freight Rate         REACTED INFORMATION
Aluminum Freight Rate 8.5 mm TONS            REACTED INFORMATION
Aluminum Freight Rate 8.5 TO 10.0 mm TONS    REACTED INFORMATION
Aluminum Freight Rate above 10.0 mm TONS     REACTED INFORMATION
Total Freight Bill                           REACTED INFORMATION
Total Aluminum Gondola Option Cash Flow      REACTED INFORMATION

<PAGE>       
<TABLE>
<CAPTION>
                                                                   Schedule 9-A

                                    High Capacity Rail Cars
                          Value to Customers under Current Regulation
       Base on xxx million tons & Freight Incentive Rate of xxxx/Ton through 1999,
        then xxx/ton thereafter (1995 dollars) assumes no no sublease income offset
                                            
          Base Case (1995-2035) - Replace Existing Steel Rail Cars with Aluminum
                           After Steel  Rail Car Leases Expire.
                                            
Coal Transportation Costs

        Lease Payments     Maintenance            Freight                 Total
                                                                                       
<S>       <C>              <C>              <C>                     <C>
1995      $11,368,766      $7,986,602       REACTED INFORMATION     REACTED INFORMATION
1996      $10,779,556      $7,622,882       REACTED INFORMATION     REACTED INFORMATION
1997      $10,370,524      $7,665,811       REACTED INFORMATION     REACTED INFORMATION
1998      $10,370,524      $8,122,790       REACTED INFORMATION     REACTED INFORMATION
1999      $10,346,304      $6,963,710       REACTED INFORMATION     REACTED INFORMATION
2000      $13,197,779      $4,788,244       REACTED INFORMATION     REACTED INFORMATION
2001      $10,627,041      $3,423,072       REACTED INFORMATION     REACTED INFORMATION
2002      $10,627,041      $5,295,769       REACTED INFORMATION     REACTED INFORMATION
2003      $13,262,388      $5,700,701       REACTED INFORMATION     REACTED INFORMATION
2004      $13,262,388      $6,423,371       REACTED INFORMATION     REACTED INFORMATION
2005      $13,262,388      $7,987,681       REACTED INFORMATION     REACTED INFORMATION
2006      $13,262,388     $10,057,815       REACTED INFORMATION     REACTED INFORMATION
2007      $13,262,388     $10,589,854       REACTED INFORMATION     REACTED INFORMATION
2008      $13,262,388     $11,394,694       REACTED INFORMATION     REACTED INFORMATION
2009      $13,262,388     $12,472,112       REACTED INFORMATION     REACTED INFORMATION
2010      $13,262,388     $13,023,525       REACTED INFORMATION     REACTED INFORMATION
2011      $13,262,388     $13,599,243       REACTED INFORMATION     REACTED INFORMATION
2012      $13,262,388     $14,199,582       REACTED INFORMATION     REACTED INFORMATION
2013      $13,262,388     $14,826,371       REACTED INFORMATION     REACTED INFORMATION
2014      $13,262,388     $15,482,524       REACTED INFORMATION     REACTED INFORMATION
2015      $13,262,388     $16,169,129       REACTED INFORMATION     REACTED INFORMATION
2016      $13,262,388     $16,888,825       REACTED INFORMATION     REACTED INFORMATION
2017      $13,262,388     $17,637,384       REACTED INFORMATION     REACTED INFORMATION
2018      $13,262,388     $18,419,261       REACTED INFORMATION     REACTED INFORMATION
2019      $13,262,388     $19,236,059       REACTED INFORMATION     REACTED INFORMATION
2020      $13,262,388     $20,089,348       REACTED INFORMATION     REACTED INFORMATION
2021      $13,262,388     $20,980,769       REACTED INFORMATION     REACTED INFORMATION
2022      $13,262,388     $21,912,035       REACTED INFORMATION     REACTED INFORMATION
2023      $13,262,388     $22,884,939       REACTED INFORMATION     REACTED INFORMATION
2024      $13,262,388     $23,901,355       REACTED INFORMATION     REACTED INFORMATION
2025      $13,262,388     $24,963,239       REACTED INFORMATION     REACTED INFORMATION
2026      $13,262,388     $26,072,639       REACTED INFORMATION     REACTED INFORMATION
2027      $13,262,388     $27,231,693       REACTED INFORMATION     REACTED INFORMATION
2028      $13,262,388     $28,442,637       REACTED INFORMATION     REACTED INFORMATION
2029      $13,262,388     $29,707,808       REACTED INFORMATION     REACTED INFORMATION
2030      $13,262,388     $31,029,648       REACTED INFORMATION     REACTED INFORMATION
2031       $8,068,106     $18,902,708       REACTED INFORMATION     REACTED INFORMATION
2032       $8,068,106     $19,744,274       REACTED INFORMATION     REACTED INFORMATION
2033       $8,068,106     $20,623,563       REACTED INFORMATION     REACTED INFORMATION
2034       $8,068,106     $21,542,277       REACTED INFORMATION     REACTED INFORMATION
2035       $8,068,106     $22,502,192       REACTED INFORMATION     REACTED INFORMATION
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

        Aluminum Gondola Option assumes no sublease income - Replacement before Steel Gondola leases Expire
                                                          
Coal Transportation Costs

<S>      <C>               <C>              <C>                    <C>                      <C>
                                                                                                      
         Lease Payments    Maintenance            Freight                 Total               Cost Difference    

1995     $17,701,855       $4,492,382       REACTED INFORMATION    REACTED INFORMATION      REACTED INFORMATION  
1996     $21,495,757       $1,037,225       REACTED INFORMATION    REACTED INFORMATION      REACTED INFORMATION  
1997     $21,034,713       $2,154,249       REACTED INFORMATION    REACTED INFORMATION      REACTED INFORMATION  
1998     $20,899,663       $5,588,324       REACTED INFORMATION    REACTED INFORMATION      REACTED INFORMATION  
1999     $16,960,452       $5,803,716       REACTED INFORMATION    REACTED INFORMATION      REACTED INFORMATION  
2000     $15,362,159       $7,035,423       REACTED INFORMATION    REACTED INFORMATION      REACTED INFORMATION  
2001     $12,529,533       $8,980,336       REACTED INFORMATION    REACTED INFORMATION      REACTED INFORMATION  
2002     $12,565,463       $9,336,346       REACTED INFORMATION    REACTED INFORMATION      REACTED INFORMATION  
2003     $11,402,823       $9,713,545       REACTED INFORMATION    REACTED INFORMATION      REACTED INFORMATION  
2004     $11,402,823       $10,112,494      REACTED INFORMATION    REACTED INFORMATION      REACTED INFORMATION  
2005     $11,402,823       $10,533,697      REACTED INFORMATION    REACTED INFORMATION      REACTED INFORMATION  
2006     $11,402,823       $10,980,179      REACTED INFORMATION    REACTED INFORMATION      REACTED INFORMATION  
2007     $11,402,823       $11,452,009      REACTED INFORMATION    REACTED INFORMATION      REACTED INFORMATION  
2008     $11,402,823       $11,948,241      REACTED INFORMATION    REACTED INFORMATION      REACTED INFORMATION  
2009     $11,402,823       $12,472,112      REACTED INFORMATION    REACTED INFORMATION      REACTED INFORMATION  
2010     $11,402,823       $13,023,525      REACTED INFORMATION    REACTED INFORMATION      REACTED INFORMATION  
2011     $11,402,823       $13,599,243      REACTED INFORMATION    REACTED INFORMATION      REACTED INFORMATION  
2012     $11,402,823       $14,199,582      REACTED INFORMATION    REACTED INFORMATION      REACTED INFORMATION  
2013     $11,402,823       $14,826,371      REACTED INFORMATION    REACTED INFORMATION      REACTED INFORMATION  
2014     $11,402,823       $15,482,524      REACTED INFORMATION    REACTED INFORMATION      REACTED INFORMATION  
2015     $11,402,823       $16,169,129      REACTED INFORMATION    REACTED INFORMATION      REACTED INFORMATION  
2016     $11,402,823       $16,888,825      REACTED INFORMATION    REACTED INFORMATION      REACTED INFORMATION  
2017     $11,402,823       $17,637,384      REACTED INFORMATION    REACTED INFORMATION      REACTED INFORMATION  
2018     $11,402,823       $18,419,261      REACTED INFORMATION    REACTED INFORMATION      REACTED INFORMATION  
2019     $11,402,823       $19,236,059      REACTED INFORMATION    REACTED INFORMATION      REACTED INFORMATION  
2020     $11,402,823       $20,089,348      REACTED INFORMATION    REACTED INFORMATION      REACTED INFORMATION  
2021     $11,402,823       $20,980,769      REACTED INFORMATION    REACTED INFORMATION      REACTED INFORMATION  
2022     $11,402,823       $21,912,035      REACTED INFORMATION    REACTED INFORMATION      REACTED INFORMATION  
2023     $11,402,823       $22,884,939      REACTED INFORMATION    REACTED INFORMATION      REACTED INFORMATION  
2024     $11,402,823       $23,901,355      REACTED INFORMATION    REACTED INFORMATION      REACTED INFORMATION  
2025     $11,402,823       $24,963,239      REACTED INFORMATION    REACTED INFORMATION      REACTED INFORMATION  
2026     $11,402,823       $26,072,639      REACTED INFORMATION    REACTED INFORMATION      REACTED INFORMATION  
2027     $11,402,823       $27,231,693      REACTED INFORMATION    REACTED INFORMATION      REACTED INFORMATION  
2028     $11,402,823       $28,442,637      REACTED INFORMATION    REACTED INFORMATION      REACTED INFORMATION  
2029     $11,402,823       $29,707,808      REACTED INFORMATION    REACTED INFORMATION      REACTED INFORMATION  
2030     $11,402,823       $31,029,648      REACTED INFORMATION    REACTED INFORMATION      REACTED INFORMATION  
2031      $5,740,869       $16,127,479      REACTED INFORMATION    REACTED INFORMATION      REACTED INFORMATION  
2032      $5,740,869       $16,845,489      REACTED INFORMATION    REACTED INFORMATION      REACTED INFORMATION  
2033      $5,740,869       $17,595,684      REACTED INFORMATION    REACTED INFORMATION      REACTED INFORMATION  
2034      $5,740,869       $18,379,516      REACTED INFORMATION    REACTED INFORMATION      REACTED INFORMATION  
2035      $5,740,869       $19,198,500      REACTED INFORMATION    REACTED INFORMATION      REACTED INFORMATION  

</TABLE>

Discount Rate  8.53%


                                                               
                                      Ten Year NPV
                                                               
Coal Transportation Costs     Base Case  Aluminum  Difference
   Lease Payments                                              
   Maintenance                     REACTED INFORMATION
   Freight                                                     
       Total                                                   
                                                               
                                                               
                                     Project Life NPV
                                                               
Coal Transportation Costs     Base Case  Aluminum  Difference
   Lease Payments                                              
   Maintenance                     REACTED INFORMATION
   Freight                                                     
       Total                                                   
<PAGE>                              
<TABLE>
<CAPTION>
                                                                Schedule 9-B                              
                              Entergy Corporation
                            High Capacity Rail Cars
                 Value to Customers  Under Current Regulation
             Base on xxx million tons & Freight Incentive Rate of
                            xxxx/Ton through 1999,
             then xxx/ton thereafter (1995 dollars) assumes no no
                            sublease income offset
                                       
           Base Case (1995-2035) - Replace Existing Steel Rail Cars
              with Aluminum  After Steel  Rail Car Leases Expire.
                                       
Coal Transportation Costs

<S>      <C>                <C>            <C>                     <C>                             
         Lease Payments     Maintenance           Freight                 Total
                                                                                    
1995     $11,368,766        $7,986,602     REACTED INFORMATION     REACTED INFORMATION
1996     $10,779,556        $7,622,882     REACTED INFORMATION     REACTED INFORMATION
1997     $10,370,524        $7,665,811     REACTED INFORMATION     REACTED INFORMATION
1998     $10,370,524        $8,122,790     REACTED INFORMATION     REACTED INFORMATION
1999     $10,346,304        $6,963,710     REACTED INFORMATION     REACTED INFORMATION
2000     $13,197,779        $4,788,244     REACTED INFORMATION     REACTED INFORMATION
2001     $10,627,041        $3,423,072     REACTED INFORMATION     REACTED INFORMATION
2002     $10,627,041        $5,295,769     REACTED INFORMATION     REACTED INFORMATION
2003     $13,262,388        $5,700,701     REACTED INFORMATION     REACTED INFORMATION
2004     $13,262,388        $6,423,371     REACTED INFORMATION     REACTED INFORMATION
2005     $13,262,388        $7,987,681     REACTED INFORMATION     REACTED INFORMATION
2006     $13,262,388       $10,057,815     REACTED INFORMATION     REACTED INFORMATION
2007     $13,262,388       $10,589,854     REACTED INFORMATION     REACTED INFORMATION
2008     $13,262,388       $11,394,694     REACTED INFORMATION     REACTED INFORMATION
2009     $13,262,388       $12,472,112     REACTED INFORMATION     REACTED INFORMATION
2010     $13,262,388       $13,023,525     REACTED INFORMATION     REACTED INFORMATION
2011     $13,262,388       $13,599,243     REACTED INFORMATION     REACTED INFORMATION
2012     $13,262,388       $14,199,582     REACTED INFORMATION     REACTED INFORMATION
2013     $13,262,388       $14,826,371     REACTED INFORMATION     REACTED INFORMATION
2014     $13,262,388       $15,482,524     REACTED INFORMATION     REACTED INFORMATION
2015     $13,262,388       $16,169,129     REACTED INFORMATION     REACTED INFORMATION
2016     $13,262,388       $16,888,825     REACTED INFORMATION     REACTED INFORMATION
2017     $13,262,388       $17,637,384     REACTED INFORMATION     REACTED INFORMATION
2018     $13,262,388       $18,419,261     REACTED INFORMATION     REACTED INFORMATION
2019     $13,262,388       $19,236,059     REACTED INFORMATION     REACTED INFORMATION
2020     $13,262,388       $20,089,348     REACTED INFORMATION     REACTED INFORMATION
2021     $13,262,388       $20,980,769     REACTED INFORMATION     REACTED INFORMATION
2022     $13,262,388       $21,912,035     REACTED INFORMATION     REACTED INFORMATION
2023     $13,262,388       $22,884,939     REACTED INFORMATION     REACTED INFORMATION
2024     $13,262,388       $23,901,355     REACTED INFORMATION     REACTED INFORMATION
2025     $13,262,388       $24,963,239     REACTED INFORMATION     REACTED INFORMATION
2026     $13,262,388       $26,072,639     REACTED INFORMATION     REACTED INFORMATION
2027     $13,262,388       $27,231,693     REACTED INFORMATION     REACTED INFORMATION
2028     $13,262,388       $28,442,637     REACTED INFORMATION     REACTED INFORMATION
2029     $13,262,388       $29,707,808     REACTED INFORMATION     REACTED INFORMATION
2030     $13,262,388       $31,029,648     REACTED INFORMATION     REACTED INFORMATION
2031      $8,068,106       $18,902,708     REACTED INFORMATION     REACTED INFORMATION
2032      $8,068,106       $19,744,274     REACTED INFORMATION     REACTED INFORMATION
2033      $8,068,106       $20,623,563     REACTED INFORMATION     REACTED INFORMATION
2034      $8,068,106       $21,542,277     REACTED INFORMATION     REACTED INFORMATION
2035      $8,068,106       $22,502,192     REACTED INFORMATION     REACTED INFORMATION
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

       Aluminum Gondola Option assumes sublease income to offset 50% lease 
           payment - Replacement before Steel Gondola leases Expire
                                                                     
                           Coal Transportation Costs
                                                                     

<S>      <C>             <C>             <C>                    <C>                    <C>                    <C>
                        
         Lease Payments  Maintenance           Freight               Total               Cost Difference      NPV of Cost Difference
     
                        
1995     $17,070,177     $4,492,382      REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION
1996     $16,120,222     $1,037,225      REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION
1997     $15,711,190     $2,154,249      REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION
1998     $15,711,190     $5,588,324      REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION
1999     $13,978,834     $5,803,716      REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION
2000     $13,179,688     $7,035,423      REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION
2001     $11,894,319     $8,980,336      REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION
2002     $11,894,319     $9,336,346      REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION
2003     $11,402,823     $9,713,545      REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION
2004     $11,402,823    $10,112,494      REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION
2005     $11,402,823    $10,533,697      REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION
2006     $11,402,823    $10,980,179      REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION
2007     $11,402,823    $11,452,009      REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION
2008     $11,402,823    $11,948,241      REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION
2009     $11,402,823    $12,472,112      REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION
2010     $11,402,823    $13,023,525      REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION
2011     $11,402,823    $13,599,243      REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION
2012     $11,402,823    $14,199,582      REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION
2013     $11,402,823    $14,826,371      REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION
2014     $11,402,823    $15,482,524      REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION
2015     $11,402,823    $16,169,129      REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION
2016     $11,402,823    $16,888,825      REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION
2017     $11,402,823    $17,637,384      REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION
2018     $11,402,823    $18,419,261      REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION
2019     $11,402,823    $19,236,059      REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION
2020     $11,402,823    $20,089,348      REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION
2021     $11,402,823    $20,980,769      REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION
2022     $11,402,823    $21,912,035      REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION
2023     $11,402,823    $22,884,939      REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION
2024     $11,402,823    $23,901,355      REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION
2025     $11,402,823    $24,963,239      REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION
2026     $11,402,823    $26,072,639      REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION  
2027     $11,402,823    $27,231,693      REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION 
2028     $11,402,823    $28,442,637      REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION 
2029     $11,402,823    $29,707,808      REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION 
2030     $11,402,823    $31,029,648      REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION 
2031      $5,740,869    $16,127,479      REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION  
2032      $5,740,869    $16,845,489      REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION 
2033      $5,740,869    $17,595,684      REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION 
2034      $5,740,869    $18,379,516      REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION 
2035      $5,740,869    $19,198,500      REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION    REACTED INFORMATION
</TABLE>

Discount Rate - 8.53%                                                          

<PAGE>                                                               
                                      Ten Year NPV
                                                               
Coal Transportation Costs     Base Case  Aluminum  Difference
   Lease Payments                                              
   Maintenance                     REACTED INFORMATION
   Freight                                                     
       Total                                                   
                                                               
                                                               
                                     Project Life NPV
                                                               
Coal Transportation Costs     Base Case  Aluminum  Difference
   Lease Payments                                              
   Maintenance                     REACTED INFORMATION
   Freight                                                     
       Total                                                   
                                                               
                                                               
<PAGE>
                                                                Schedule 9-C
                                  Entergy Corporation
                                High Capacity Rail Cars
                     Value to Customers  Under Current Regulation
    Base on xxx million tons & Freight Incentive Rate of xxxx/Ton through 1999,
    then xxx/ton thereafter (1995 dollars) assumes no no sublease income offset
        Base Case (1995-2035) - Replace Existing Steel Rail Cars with Aluminum
                         After Steel  Rail Car Leases Expire.
                                           
                               Coal Transportation Costs
                                           

        Lease Payments  Maintenance        Freight               Total
        
                                                             
1995    $11,368,766     $7,986,602    REACTED INFORMATION    REACTED INFORMATION
1996    $10,779,556     $7,622,882    REACTED INFORMATION    REACTED INFORMATION
1997    $10,370,524     $7,665,811    REACTED INFORMATION    REACTED INFORMATION
1998    $10,370,524     $8,122,790    REACTED INFORMATION    REACTED INFORMATION
1999    $10,346,304     $6,963,710    REACTED INFORMATION    REACTED INFORMATION
2000    $13,197,779     $4,788,244    REACTED INFORMATION    REACTED INFORMATION
2001    $10,627,041     $3,423,072    REACTED INFORMATION    REACTED INFORMATION
2002    $10,627,041     $5,295,769    REACTED INFORMATION    REACTED INFORMATION
2003    $13,262,388     $5,700,701    REACTED INFORMATION    REACTED INFORMATION
2004    $13,262,388     $6,423,371    REACTED INFORMATION    REACTED INFORMATION
2005    $13,262,388     $7,987,681    REACTED INFORMATION    REACTED INFORMATION
2006    $13,262,388    $10,057,815    REACTED INFORMATION    REACTED INFORMATION
2007    $13,262,388    $10,589,854    REACTED INFORMATION    REACTED INFORMATION
2008    $13,262,388    $11,394,694    REACTED INFORMATION    REACTED INFORMATION
2009    $13,262,388    $12,472,112    REACTED INFORMATION    REACTED INFORMATION
2010    $13,262,388    $13,023,525    REACTED INFORMATION    REACTED INFORMATION
2011    $13,262,388    $13,599,243    REACTED INFORMATION    REACTED INFORMATION
2012    $13,262,388    $14,199,582    REACTED INFORMATION    REACTED INFORMATION
2013    $13,262,388    $14,826,371    REACTED INFORMATION    REACTED INFORMATION
2014    $13,262,388    $15,482,524    REACTED INFORMATION    REACTED INFORMATION
2015    $13,262,388    $16,169,129    REACTED INFORMATION    REACTED INFORMATION
2016    $13,262,388    $16,888,825    REACTED INFORMATION    REACTED INFORMATION
2017    $13,262,388    $17,637,384    REACTED INFORMATION    REACTED INFORMATION
2018    $13,262,388    $18,419,261    REACTED INFORMATION    REACTED INFORMATION
2019    $13,262,388    $19,236,059    REACTED INFORMATION    REACTED INFORMATION
2020    $13,262,388    $20,089,348    REACTED INFORMATION    REACTED INFORMATION
2021    $13,262,388    $20,980,769    REACTED INFORMATION    REACTED INFORMATION
2022    $13,262,388    $21,912,035    REACTED INFORMATION    REACTED INFORMATION
2023    $13,262,388    $22,884,939    REACTED INFORMATION    REACTED INFORMATION
2024    $13,262,388    $23,901,355    REACTED INFORMATION    REACTED INFORMATION
2025    $13,262,388    $24,963,239    REACTED INFORMATION    REACTED INFORMATION
2026    $13,262,388    $26,072,639    REACTED INFORMATION    REACTED INFORMATION
2027    $13,262,388    $27,231,693    REACTED INFORMATION    REACTED INFORMATION
2028    $13,262,388    $28,442,637    REACTED INFORMATION    REACTED INFORMATION
2029    $13,262,388    $29,707,808    REACTED INFORMATION    REACTED INFORMATION
2030    $13,262,388    $31,029,648    REACTED INFORMATION    REACTED INFORMATION
2031     $8,068,106    $18,902,708    REACTED INFORMATION    REACTED INFORMATION
2032     $8,068,106    $19,744,274    REACTED INFORMATION    REACTED INFORMATION
2033     $8,068,106    $20,623,563    REACTED INFORMATION    REACTED INFORMATION
2034     $8,068,106    $21,542,277    REACTED INFORMATION    REACTED INFORMATION
2035     $8,068,106    $22,502,192    REACTED INFORMATION    REACTED INFORMATION

<PAGE>
<TABLE>
<CAPTION>
                   Aluminum Gondola Option assumes sublease income to 
                               offset 100% lease payment -
                      Replacement before Steel Gondola leases Expire
                                                          
                                 Coal Transportation Costs

<S>      <C>              <C>           <C>                      <C>                     <C>                    <C>
         Lease Payments   Maintenance           FREIGHT                 Total             Cost Difference     NPV of Cost Difference
                                                                                                               
1995     $17,070,177      $4,492,382    REACTED INFORMATION      REACTED INFORMATION     REACTED INFORMATION    REACTED INFORMATION
1996     $11,811,855      $1,037,225    REACTED INFORMATION      REACTED INFORMATION     REACTED INFORMATION    REACTED INFORMATION
1997     $11,402,823      $2,154,249    REACTED INFORMATION      REACTED INFORMATION     REACTED INFORMATION    REACTED INFORMATION
1998     $11,402,823      $5,588,324    REACTED INFORMATION      REACTED INFORMATION     REACTED INFORMATION    REACTED INFORMATION
1999     $11,402,823      $5,803,716    REACTED INFORMATION      REACTED INFORMATION     REACTED INFORMATION    REACTED INFORMATION
2000     $11,402,823      $7,035,423    REACTED INFORMATION      REACTED INFORMATION     REACTED INFORMATION    REACTED INFORMATION
2001     $11,402,823      $8,980,336    REACTED INFORMATION      REACTED INFORMATION     REACTED INFORMATION    REACTED INFORMATION
2002     $11,402,823      $9,336,346    REACTED INFORMATION      REACTED INFORMATION     REACTED INFORMATION    REACTED INFORMATION
2003     $11,402,823      $9,713,545    REACTED INFORMATION      REACTED INFORMATION     REACTED INFORMATION    REACTED INFORMATION
2004     $11,402,823     $10,112,494    REACTED INFORMATION      REACTED INFORMATION     REACTED INFORMATION    REACTED INFORMATION
2005     $11,402,823     $10,533,697    REACTED INFORMATION      REACTED INFORMATION     REACTED INFORMATION    REACTED INFORMATION
2006     $11,402,823     $10,980,179    REACTED INFORMATION      REACTED INFORMATION     REACTED INFORMATION    REACTED INFORMATION
2007     $11,402,823     $11,452,009    REACTED INFORMATION      REACTED INFORMATION     REACTED INFORMATION    REACTED INFORMATION
2008     $11,402,823     $11,948,241    REACTED INFORMATION      REACTED INFORMATION     REACTED INFORMATION    REACTED INFORMATION
2009     $11,402,823     $12,472,112    REACTED INFORMATION      REACTED INFORMATION     REACTED INFORMATION    REACTED INFORMATION
2010     $11,402,823     $13,023,525    REACTED INFORMATION      REACTED INFORMATION     REACTED INFORMATION    REACTED INFORMATION
2011     $11,402,823     $13,599,243    REACTED INFORMATION      REACTED INFORMATION     REACTED INFORMATION    REACTED INFORMATION
2012     $11,402,823     $14,199,582    REACTED INFORMATION      REACTED INFORMATION     REACTED INFORMATION    REACTED INFORMATION
2013     $11,402,823     $14,826,371    REACTED INFORMATION      REACTED INFORMATION     REACTED INFORMATION    REACTED INFORMATION
2014     $11,402,823     $15,482,524    REACTED INFORMATION      REACTED INFORMATION     REACTED INFORMATION    REACTED INFORMATION
2015     $11,402,823     $16,169,129    REACTED INFORMATION      REACTED INFORMATION     REACTED INFORMATION    REACTED INFORMATION
2016     $11,402,823     $16,888,825    REACTED INFORMATION      REACTED INFORMATION     REACTED INFORMATION    REACTED INFORMATION
2017     $11,402,823     $17,637,384    REACTED INFORMATION      REACTED INFORMATION     REACTED INFORMATION    REACTED INFORMATION
2018     $11,402,823     $18,419,261    REACTED INFORMATION      REACTED INFORMATION     REACTED INFORMATION    REACTED INFORMATION
2019     $11,402,823     $19,236,059    REACTED INFORMATION      REACTED INFORMATION     REACTED INFORMATION    REACTED INFORMATION
2020     $11,402,823     $20,089,348    REACTED INFORMATION      REACTED INFORMATION     REACTED INFORMATION    REACTED INFORMATION
2021     $11,402,823     $20,980,769    REACTED INFORMATION      REACTED INFORMATION     REACTED INFORMATION    REACTED INFORMATION
2022     $11,402,823     $21,912,035    REACTED INFORMATION      REACTED INFORMATION     REACTED INFORMATION    REACTED INFORMATION
2023     $11,402,823     $22,884,939    REACTED INFORMATION      REACTED INFORMATION     REACTED INFORMATION    REACTED INFORMATION
2024     $11,402,823     $23,901,355    REACTED INFORMATION      REACTED INFORMATION     REACTED INFORMATION    REACTED INFORMATION
2025     $11,402,823     $24,963,239    REACTED INFORMATION      REACTED INFORMATION     REACTED INFORMATION    REACTED INFORMATION
2026     $11,402,823     $26,072,639    REACTED INFORMATION      REACTED INFORMATION     REACTED INFORMATION    REACTED INFORMATION
2027     $11,402,823     $27,231,693    REACTED INFORMATION      REACTED INFORMATION     REACTED INFORMATION    REACTED INFORMATION
2028     $11,402,823     $28,442,637    REACTED INFORMATION      REACTED INFORMATION     REACTED INFORMATION    REACTED INFORMATION
2029     $11,402,823     $29,707,808    REACTED INFORMATION      REACTED INFORMATION     REACTED INFORMATION    REACTED INFORMATION
2030     $11,402,823     $31,029,648    REACTED INFORMATION      REACTED INFORMATION     REACTED INFORMATION    REACTED INFORMATION
2031      $5,740,869     $16,127,479    REACTED INFORMATION      REACTED INFORMATION     REACTED INFORMATION    REACTED INFORMATION
2032      $5,740,869     $16,845,489    REACTED INFORMATION      REACTED INFORMATION     REACTED INFORMATION    REACTED INFORMATION
2033      $5,740,869     $17,595,684    REACTED INFORMATION      REACTED INFORMATION     REACTED INFORMATION    REACTED INFORMATION
2034      $5,740,869     $18,379,516    REACTED INFORMATION      REACTED INFORMATION     REACTED INFORMATION    REACTED INFORMATION
2035      $5,740,869     $19,198,500    REACTED INFORMATION      REACTED INFORMATION     REACTED INFORMATION    REACTED INFORMATION
</TABLE>

Discount Rate - 8.53%


<PAGE>                                                               
                                      Ten Year NPV
                                                               
Coal Transportation Costs     Base Case  Aluminum  Difference
   Lease Payments                                              
   Maintenance                     REACTED INFORMATION
   Freight                                                     
       Total                                                   
                                                               
                                                               
                                     Project Life NPV
                                                               
Coal Transportation Costs     Base Case  Aluminum  Difference
   Lease Payments                                              
   Maintenance                     REACTED INFORMATION
   Freight                                                     
       Total                                                   
                                                               
<PAGE>
<TABLE>
<CAPTION>
                                                                   Schedule 10
                                Entergy Corporation
                              High Capacity Rail Cars
                    Value to Customers  Under Current Regulation
     Base on xxx million tons & Freight Incentive Rate of xxx/Ton through 1999,
    then xxx/ton thereafter (1995 dollars) assumes no no sublease income offset
       Base Case (1995-2035) - Replace Existing Steel Rail Cars with Aluminum
                        After Steel  Rail Car Leases Expire.
                                          
                             Coal Transportation Costs

<S>     <C>               <C>           <C>                     <C>
        Lease Payments    Maintenance         Freight                   Total
                                                                
1995    $11,368,766       $7,986,602    REACTED INFORMATION     REACTED INFORMATION
1996    $10,779,556       $7,622,882    REACTED INFORMATION     REACTED INFORMATION
1997    $10,370,524       $7,665,811    REACTED INFORMATION     REACTED INFORMATION
1998    $10,370,524       $8,122,790    REACTED INFORMATION     REACTED INFORMATION
1999    $10,346,304       $6,963,710    REACTED INFORMATION     REACTED INFORMATION
2000    $13,197,779       $4,788,244    REACTED INFORMATION     REACTED INFORMATION
2001    $10,627,041       $3,423,072    REACTED INFORMATION     REACTED INFORMATION
2002    $10,627,041       $5,295,769    REACTED INFORMATION     REACTED INFORMATION
2003    $13,262,388       $5,700,701    REACTED INFORMATION     REACTED INFORMATION
2004    $13,262,388       $6,423,371    REACTED INFORMATION     REACTED INFORMATION
2005    $13,262,388       $7,987,681    REACTED INFORMATION     REACTED INFORMATION
2006    $13,262,388      $10,057,815    REACTED INFORMATION     REACTED INFORMATION
2007    $13,262,388      $10,589,854    REACTED INFORMATION     REACTED INFORMATION
2008    $13,262,388      $11,394,694    REACTED INFORMATION     REACTED INFORMATION
2009    $13,262,388      $12,472,112    REACTED INFORMATION     REACTED INFORMATION
2010    $13,262,388      $13,023,525    REACTED INFORMATION     REACTED INFORMATION
2011    $13,262,388      $13,599,243    REACTED INFORMATION     REACTED INFORMATION
2012    $13,262,388      $14,199,582    REACTED INFORMATION     REACTED INFORMATION
2013    $13,262,388      $14,826,371    REACTED INFORMATION     REACTED INFORMATION
2014    $13,262,388      $15,482,524    REACTED INFORMATION     REACTED INFORMATION
2015    $13,262,388      $16,169,129    REACTED INFORMATION     REACTED INFORMATION
2016    $13,262,388      $16,888,825    REACTED INFORMATION     REACTED INFORMATION
2017    $13,262,388      $17,637,384    REACTED INFORMATION     REACTED INFORMATION
2018    $13,262,388      $18,419,261    REACTED INFORMATION     REACTED INFORMATION
2019    $13,262,388      $19,236,059    REACTED INFORMATION     REACTED INFORMATION
2020    $13,262,388      $20,089,348    REACTED INFORMATION     REACTED INFORMATION
2021    $13,262,388      $20,980,769    REACTED INFORMATION     REACTED INFORMATION
2022    $13,262,388      $21,912,035    REACTED INFORMATION     REACTED INFORMATION
2023    $13,262,388      $22,884,939    REACTED INFORMATION     REACTED INFORMATION
2024    $13,262,388      $23,901,355    REACTED INFORMATION     REACTED INFORMATION
2025    $13,262,388      $24,963,239    REACTED INFORMATION     REACTED INFORMATION
2026    $13,262,388      $26,072,639    REACTED INFORMATION     REACTED INFORMATION
2027    $13,262,388      $27,231,693    REACTED INFORMATION     REACTED INFORMATION
2028    $13,262,388      $28,442,637    REACTED INFORMATION     REACTED INFORMATION
2029    $13,262,388      $29,707,808    REACTED INFORMATION     REACTED INFORMATION
2030    $13,262,388      $31,029,648    REACTED INFORMATION     REACTED INFORMATION
2031     $8,068,106      $18,902,708    REACTED INFORMATION     REACTED INFORMATION
2032     $8,068,106      $19,744,274    REACTED INFORMATION     REACTED INFORMATION
2033     $8,068,106      $20,623,563    REACTED INFORMATION     REACTED INFORMATION
2034     $8,068,106      $21,542,277    REACTED INFORMATION     REACTED INFORMATION
2035     $8,068,106      $22,502,192    REACTED INFORMATION     REACTED INFORMATION
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                Aluminum Gondola Option assumes no sublease income 
                 - Replacement before Steel Gondola leases Expire

                           Coal Transportation Costs
<S>    <C>               <C>            <C>                     <C>                     <C>                     <C>
          Lease                                                                                                           
         Payments        Maintenance         Freight                  Total              Cost Difference      NPV of Cost Difference
                                                                                                                
1995   $17,701,855       $4,492,382     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION
1996   $21,495,757       $1,037,225     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION
1997   $21,034,713       $2,154,249     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION
1998   $20,899,663       $5,588,324     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION
1999   $16,960,452       $5,803,716     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION
2000   $15,362,159       $7,035,423     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION
2001   $12,529,533       $8,980,336     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION
2002   $12,565,463       $9,336,346     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION
2003   $11,402,823       $9,713,545     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION
2004   $11,402,823      $10,112,494     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION
2005   $11,402,823      $10,533,697     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION
2006   $11,402,823      $10,980,179     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION
2007   $11,402,823      $11,452,009     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION
2008   $11,402,823      $11,948,241     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION
2009   $11,402,823      $12,472,112     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION
2010   $11,402,823      $13,023,525     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION
2011   $11,402,823      $13,599,243     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION
2012   $11,402,823      $14,199,582     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION
2013   $11,402,823      $14,826,371     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION
2014   $11,402,823      $15,482,524     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION
2015   $11,402,823      $16,169,129     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION
2016   $11,402,823      $16,888,825     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION
2017   $11,402,823      $17,637,384     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION
2018   $11,402,823      $18,419,261     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION
2019   $11,402,823      $19,236,059     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION
2020   $11,402,823      $20,089,348     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION
2021   $11,402,823      $20,980,769     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION
2022   $11,402,823      $21,912,035     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION
2023   $11,402,823      $22,884,939     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION
2024   $11,402,823      $23,901,355     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION
2025   $11,402,823      $24,963,239     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION
2026   $11,402,823      $26,072,639     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION
2027   $11,402,823      $27,231,693     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION
2028   $11,402,823      $28,442,637     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION
2029   $11,402,823      $29,707,808     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION
2030   $11,402,823      $31,029,648     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION
2031    $5,740,869      $16,127,479     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION
2032    $5,740,869      $16,845,489     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION
2033    $5,740,869      $17,595,684     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION
2034    $5,740,869      $18,379,516     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION
2035    $5,740,869      $19,198,500     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION
</TABLE>

Discount Rate - 8.53%

<PAGE>                                                               
                                      Ten Year NPV
                                                               
Coal Transportation Costs     Base Case  Aluminum  Difference
   Lease Payments                                              
   Maintenance                     REACTED INFORMATION
   Freight                                                     
       Total                                                   
                                                               
                                                               
                                     Project Life NPV
                                                               
Coal Transportation Costs     Base Case  Aluminum  Difference
   Lease Payments                                              
   Maintenance                     REACTED INFORMATION
   Freight                                                     
       Total                                                   
                                                               
<PAGE>

Tons consumed on behalf of
AP&L's Net Area Requirements
                        
1995     $1,297,700
1996     $1,325,900
1997     $1,439,150
1998     $2,090,220
1999     $2,103,210
2000     $1,997,380
2001     $2,511,260
2002     $2,161,080
2003     $2,214,530
2004     $3,033,930
2005     $3,537,780
2006     $3,571,770
2007     $4,008,530
2008     $4,281,170
2009     $4,157,150
2010     $4,853,860
2011     $4,685,570
2012     $4,864,080
2013     $4,989,865
2014     $5,118,903
2015     $5,251,278
2016     $5,387,076
2017     $5,526,386
2018     $5,669,298
2019     $5,815,906
2020     $5,966,305
2021     $6,120,594
2022     $6,278,873
2023     $6,441,244
2024     $6,607,815
2025     $6,778,693
2026     $6,953,990
2027     $7,133,820
2028     $7,318,301
2029     $7,507,552
2030     $7,701,697
2031     $1,063,125
2032     $1,063,125
2033     $1,063,125
2034             $0
2035             $0

AP&L's Retail Customer Ratio - 88.59%

<PAGE>
<TABLE>
<CAPTION>

<S>        <C>                 <C>     <C>                      <C>                     <C>
                                           Amount of                                                          
           Tons consumed    Percent of   annual savings                                        
           on behalf of     total coal   attributed to              NPV AP&L                NPV AP&L
           AP&L's retail    for retail   AP&L's retail              customers              customers
            customers       customers      customers                1995-2005              1995-2033
                                                                                        
1995       $1,149,632           8.52%   REACTED INFORMATION     REACTED INFORMATION     REACTED INFORMATION
1996       $1,174,615           8.70%   REACTED INFORMATION                                                
1997       $1,274,943           9.44%   REACTED INFORMATION                                                
1998       $1,851,726          13.72%   REACTED INFORMATION                                                
1999       $1,863,234          13.80%   REACTED INFORMATION                                                
2000       $1,769,479          13.11%   REACTED INFORMATION                                                
2001       $2,224,725          16.48%   REACTED INFORMATION                                                
2002       $1,914,501          14.18%   REACTED INFORMATION                                                
2003       $1,961,852          14.53%   REACTED INFORMATION                                                
2004       $2,687,759          19.91%   REACTED INFORMATION                                                
2005       $3,134,119          23.22%   REACTED INFORMATION                                                
2006       $3,164,231          23.44%   REACTED INFORMATION                                                
2007       $3,551,157          26.30%   REACTED INFORMATION                                                
2008       $3,792,689          28.09%   REACTED INFORMATION                                                
2009       $3,682,819          27.28%   REACTED INFORMATION                                                
2010       $4,300,035          31.85%   REACTED INFORMATION                                                
2011       $4,150,946          30.75%   REACTED INFORMATION                                                
2012       $4,309,088          31.92%   REACTED INFORMATION                                                
2013       $4,420,521          32.74%   REACTED INFORMATION                                                
2014       $4,534,836          33.59%   REACTED INFORMATION                                                
2015       $4,652,107          34.46%   REACTED INFORMATION                                                
2016       $4,772,411          35.35%   REACTED INFORMATION                                                
2017       $4,895,825          36.27%   REACTED INFORMATION                                                
2018       $5,022,431          37.20%   REACTED INFORMATION                                                
2019       $5,152,311          38.17%   REACTED INFORMATION                                                
2020       $5,285,550          39.15%   REACTED INFORMATION                                                
2021       $5,422,234          40.16%   REACTED INFORMATION                                                
2022       $5,562,453          41.20%   REACTED INFORMATION                                                
2023       $5,706,298          42.27%   REACTED INFORMATION                                                
2024       $5,853,863          43.36%   REACTED INFORMATION                                                
2025       $6,005,244          44.48%   REACTED INFORMATION                                                
2026       $6,160,540          45.63%   REACTED INFORMATION                                                
2027       $6,319,851          46.81%   REACTED INFORMATION                                                
2028       $6,483,283          48.02%   REACTED INFORMATION                                                
2029       $6,650,940          49.27%   REACTED INFORMATION                                                
2030       $6,822,934          50.54%   REACTED INFORMATION                                                
2031         $941,822          15.75%   REACTED INFORMATION                                                
2032         $941,822          15.75%   REACTED INFORMATION                                                
2033         $941,822          15.75%   REACTED INFORMATION                                                
2034               $0           0.00%   REACTED INFORMATION                                                
2035               $0           0.00%   REACTED INFORMATION                                                
</TABLE>

<PAGE>                              
                                                                                
                                                                                
                                                                                
                                                                                
      Substituted tabular data for graghic                    Schedule 11
                                                                                
Sinsitivity Analysis For Aluminum Gondola Study
                                                                                
      Description                       Low          Nominal        High
     Of Uncertainty                                                        
1995 Rates                         ($87,691,435)        $0     $220,809,978
Rates after leases                 ($55,929,977)        $0      $40,827,800
Tons shipped                       ($38,247,007)        $0      $15,298,803
1995 lease rates                   ($28,509,247)        $0      $20,833,681
Lease rates later                  ($17,186,413)        $0      $19,641,615
Steel leases offset                          $0         $0      $30,382,964
Steel maint.                        ($4,033,420)        $0       $3,649,285
Aluminum maint.                     ($3,175,159)        $0       $3,509,386
Al. gon price                       ($1,921,995)        $0       $2,882,992
                                                                                
                                                                                




<PAGE>
                                                         
                                              Exhibit D-4

                         BEFORE THE

             ARKANSAS PUBLIC SERVICE COMMISSION




IN THE MATTER OF THE        )
APPLICATION OF ARKANSAS     )
POWER & LIGHT COMPANY FOR   )      DOCKET NO. 94-_____-U
APPROVAL OF ACCOUNTING      )
PROCEDURES FOR COAL COSTS   )
                              

                              

                      DIRECT TESTIMONY

                             OF

                       J. DAVID WRIGHT

               MANAGER, REGULATORY ACCOUNTING

                   ENTERGY SERVICES, INC.

                              

                              

                        ON BEHALF OF

               ARKANSAS POWER & LIGHT COMPANY

                              





DECEMBER 13, 1994

<PAGE>



Q.   PLEASE  STATE YOUR NAME, EMPLOYER, BUSINESS  ADDRESS

     AND JOB TITLE.

A.   My  name  is  J.  David Wright.  I  am  employed  by

     Entergy   Services,  Inc.  as  Manager,   Regulatory

     Accounting.   My  business  address  is  2500   TCBY

     Building, 425 West Capitol,  Little Rock,   Arkansas

     72203.



Q.   PLEASE  DESCRIBE  YOUR EDUCATIONAL AND  PROFESSIONAL

     BACKGROUND.

A.   I  am  a certified public accountant.  I received  a

     Bachelor  of Business Administration degree  with  a

     major  in accounting from the University of  Central

     Arkansas  in  1976.  After graduation, I  worked  in

     public  accounting  until May of  1980  when  I  was

     employed  by Arkansas Power & Light Company  ("AP&L"

     or  the  "Company") in the Taxes and Special Studies

     Section as an accountant.  I was promoted to Manager

     of   Regulatory  Accounting  and  Tax  for  AP&L  in

     November  1986 and served in that position  until  I

     assumed my current position on January 1, 1993.



Q.   ON WHOSE BEHALF ARE YOU SUBMITTING THIS TESTIMONY?

A.   I am submitting this testimony on behalf of AP&L.



Q.   WHAT  IS  THE  PURPOSE  OF YOUR  TESTIMONY  IN  THIS

     PROCEEDING?

A.   The  purpose  of  my testimony is to support  AP&L's

     Application   requesting  Arkansas  Public   Service

     Commission ("APSC" or the "Commission") approval  to

     implement  a  plan to reduce coal  costs  to  AP&L's

     customers through acquisition by lease of a fleet of

     aluminum   railcars  and  negotiation  of   a   coal

     transportation   rate  less  than   that   currently

     realized by the Company.  Specifically, my testimony

     will describe the proposed accounting treatment  for

     the transactions involved.



Q.   PLEASE  DESCRIBE AP&L'S CURRENT ACCOUNTING FOR  COAL

     COSTS.

A.   AP&L accounts for its coal costs by charging cost as

     paid  or  accrued  to Account 151 -  Fuel  Stock  or

     Account 152 - Fuel Stock Expenses Undistributed, and

     as  the  coal  is burned the appropriate  amount  of

     costs   are  transferred  from  the  coal  inventory

     accounts to the fuel expense accounts, Account 501 -

     Fuel.  These accounts are subdivided by coal plant -

     - White Bluff Steam Electric Station or Independence

     Steam  Electric  Station --  and  by  the  different

     classes  of  fuel stock costs -- for  example,  Coal

     Cost-Invoice, Freight, Rail Car Leases.



Q.   CAN YOU BE MORE SPECIFIC AS TO HOW AP&L ACCOUNTS FOR

     ITS SEMIANNUAL RAIL CAR LEASE PAYMENTS.

A.   Monthly  one-sixth of the semi-annual rental payment

     for  each lease is allocated proportionately to  the

     appropriate  Account 151 plant sub  account  on  the

     basis of how the railcar fleet was utilized for each

     plant.  The Coal Supply Department provides a  ratio

     of  the number of trains shipped to and unloaded  at

     each plant.  This ratio is then applied to the total

     monthly   lease  payment  accrual  to   allocate   a

     proportionate  share  of the payment  to  each  coal

     plant's fuel stock account for rail car lease cost.



Q.   WHAT  IS THE COMPANY'S PROPOSED TREATMENT FOR  COSTS

     ASSOCIATED WITH THE LEASE OF THE ALUMINUM COAL CARS?

A.   The  Company's treatment of cost associated with the

     lease of the aluminum coal cars would be the same as

     the  Company's treatment of cost associated with its

     steel coal cars.



Q.   WILL THIS AFFECT THE CURRENT ACCOUNTING TREATMENT OF

     THE EXISTING LEASE FOR THE STEEL COAL CARS?

A.   This  would  not  materially affect  the  accounting

     treatment  of the existing lease for the steel  coal

     cars.   The  Company  would set  up  additional  sub

     accounts  to  account separately for the  steel  and

     aluminum  rail  car lease costs and  would  use  the

     ratio  provided by Fuel Supply for the new  aluminum

     railcars  also to allocate the steel rail car  lease

     costs to the appropriate sub-accounts.  Any and  all

     revenues  received as a result of subleasing,  sales

     or exchanges of the steel rail cars would be used to

     reduce lease costs associated with the steel railcar

     lease  prior  to  allocation  to  the  sub-accounts.

     These revenues would be shown in Account 151 -  Fuel

     Stock.



Q.   PLEASE STATE YOUR OPINION AS TO WHETHER THE PROPOSED

     TRANSACTION ACCOUNTING TREATMENT COMPLIES  WITH  THE

     UNIFORM SYSTEM OF ACCOUNTS.

A.   In  my  opinion, it does.  However, because  of  the

     unusual  nature  and  the dollar  magnitude  of  the

     transaction,  the Company believed that confirmation

     of that opinion by the Commission would be prudent.



Q.   MR. WRIGHT, DOES THIS CONCLUDE YOUR TESTIMONY?

A.   Yes, it does.



<PAGE>
                                                            
                                                 Exhibit D-5
                              
             Arkansas Public Service Commission
                              
                              
                              
IN THE MATTER OF THE        )
APPLICATION OF ARKANSAS     )
POWER & LIGHT COMPANY FOR   )      DOCKET NO. 94-439-U
APPROVAL OF ACCOUNTING      )      ORDER NO. 2
PROCEDURES FOR COAL COSTS   )


                            ORDER
                              
     On December 13, 1994, Arkansas Power & Light Company
("AP&L") filed an Application requesting Commission approval
of AP&L's proposed accounting treatment of the costs
associated with the planned lease by AP&L of certain
aluminum gondola railcars to replace the existing fleet of
leased steel gondolas.  The railcars are used to transport
coal from Wyoming for use as fuel in AP&L's White Bluff
Steam Electric Station and the Independence Steam Electric
Station.

     Transportation of the coal from mines in Wyoming to the
generating stations in Arkansas currently in provided
pursuant to contractual arrangements with Union Pacific
System and Western Railroad Properties, Inc. (the
"Railroads").  As a result of negotiations with the
Railroads, AP&L has the opportunity to enter into an amended
rail transportation agreement that provides significant
reductions in coal transportation rates.  The amendment,
however, is dependent upon AP&L obtaining aluminum railcars,
which are significantly lighter that the existing steel
railcars and can carry more coal per railcar.

     The proposed lease of aluminum gondolas and the
resulting decrease in transportation rates negotiated with
the Railroads is projected to save $95.1 million on a net
present value basis for the period 1995 through 2035, the
year in which the last coal fueled electric generation unit
retires.  The portion of these savings attributable to AP&L
retail customers is estimated to be $22.0 million.

     The projected savings represent the net of costs
associated with the existing lease of steel railcars at the
existing contractual transportation rate as compared to the
proposed lease of aluminum railcars at the new
transportation rate negotiated with the Railroads.  These
savings assume that all the costs of the existing steel
railcar leases will continue to be treated as fuel expense
for the life of these leases.  These savings could be
enhanced by a sub-lease of the existing steel railcars to
others or net benefit of lease termination after sale of the
steel railcars to others by the lessor.  AP&L believes that
the costs associated with the aluminum railcar lease, the
existing steel railcar leases and any offset thereto due to
disposition of the existing steel railcars, are properly
accounted for in the Uniform System of Accounts as fuel
expenses in Account 501-Fuel for all purposes under AP&L's
Fuel Adjustment Clause Rate Rider Schedule M27 ("Rate Rider
M27").  AP&L seeks a ruling from the Commission confirming
its interpretation before it enters into the aluminum
railcar lease and related obligations or, in the
alternative, a waiver of, and permission to deviate from,
such accounting requirements.

     Direct Testimony was filed on December 13, 1995, by Mr.
Roy Giangrosso, Mr. J. David Wright and Mr. Jeffrey Herndon
on behalf of AP&L.  Ms. Marie James filed prepared testimony
on behalf of the General Staff of the Arkansas Public
Service Commission ("Staff") on February 1, 1995.

     Based upon the filed testimony, the Commission finds
that AP&L's proposed railcar lease transaction and the
proposed accounting treatment o fthe costs associated with
the transaction are in the public interest.  Accordingly,
the Commission orders as follows:

     (1)  AP&L's December 13, 1994, Application is hereby
approved.

     (2)  The costs associated with the aluminum railcars
should be recorded in the applicable Fuel Inventory Account
Nos. 151 or 152 and transferred to Account No. 501-Fuel
Expense as the coal is used for generating electricity, and
should be recovered on a current basis through Rate Rider
M27.

     (3)  The costs associated with the "idled" steel
railcars should be accounted for separately and recorded in
the applicable Fuel Inventory Account Nos. 151 or 152 and
transferred to Account No. 501-Fuel Expense as the coal is
used for generating electricity, and should be recovered on
a current basis through Rate Rider M27 as well.

     (4)  AP&L shall filed an annual report in Docket No. 86-
033-A, referencing Docket No. 94-439-U, which includes all
the relevant information with regard to the railcar lease
costs, all revenues realized from any disposition of the
steel railcars, and the net savings realized from the
conversion to the aluminum railcar fleet to enable Staff to
monitor the benefits accruing to the ratepayers from the
project.

     (5)  The proposed transaction shall otherwise be
accomplished in accordance with the procedures and
recommendations contained in the above-described testimony.

     BY ORDER OF THE COMMISSION.

     This 22nd day of February, 1995.


                              /s/ Sam I Bratton, Jr.
                              Sam I Bratton, Jr., Chairman

                              /s/ Patricia S. Qualls
                              Patricia S. Qualls,
Commissioner

                              /s/ Julius D. Kearney
                              Julius D. Kearney,
Commissioner


/s/ Glenna Hooks (acting)
Jan Sanders
Secretary of the Commission




                                                    EXHIBIT H

[Suggested Form of Notice of Proposed Transactions]



SECURITIES AND EXCHANGE COMMISSION
(Release No. 35-       ; 70-      )

Arkansas Power & Light Company, et al.

Notice of Proposal For Arkansas Power & Light Company to Sublease
Existing Steel Railcars As Well As New Aluminum Railcars Which It
Is Proposing To Acquire


          Arkansas Power & Light Company ("AP&L"), 425 West
Capitol Avenue, Little Rock, Arkansas 72201, Louisiana Power &
Light Company, 639 Loyola Avenue, New Orleans, Louisiana 70113,
Mississippi Power & Light Company, 308 East Pearl Street,
Jackson, Mississippi 39201, New Orleans Public Service Inc., 639
Loyola Avenue, New Orleans, Louisiana 70113 and System Fuels,
Inc., 639 Loyola Avenue, New Orleans, Louisiana 70113,
subsidiaries of Entergy Corporation, a registered holding
company, have filed a Post-Effective Amendment to their joint
Application-Declaration in File No. 70-8001 with this Commission
under Sections 9(a) and 10 of the Public Utility Holding Company
Act of 1935 ("Act").

          AP&L is proposing to replace its existing steel railcar
fleet with aluminum railcars.  The steel railcars are currently
being used by AP&L to transport coal from Wyoming to the two-unit
White Bluff Steam Electric Station located near Redfield,
Arkansas ("White Bluff") and the two-unit Independence Steam
Electric Station located near Newark, Arkansas ("ISES").  By
replacing the steel railcars with aluminum railcars, AP&L and its
wholesale formula rate and retail customers, as well as the other 
co-owners of the stations, will realize substantial reductions in 
fuel costs.  AP&L has indicated that the cost savings would be 
significantly greater if AP&L were permitted to (a) sublease its 
existing steel railcars for up to the remainder of their respective 
lease terms, and (b) sublease the new aluminum railcars during periods 
when they are not needed to service the coal transportation
requirements of White Bluff and ISES.  AP&L is seeking authority
to enter into such subleasing transactions.

          Transportation of coal from Wyoming to White Bluff and
ISES is provided by Union Pacific Railroad and Western Railroad
Properties, Inc. (the "Railroads").  Pursuant to a rail
transportation agreement with the Railroads, AP&L provides the
Railroads with the railcars needed to transport the coal and pays
the Railroads freight charges for the coal which is transported.
As a result of recent negotiations, the Railroads have agreed to
significantly reduce their freight charges provided that AP&L
replace its existing fleet of steel railcars with aluminum
railcars.

          The use of aluminum railcars has become standard in the
industry.  By using aluminum railcars, the number of trips needed
to deliver the same quantity of coal can be reduced because an
aluminum railcar can carry approximately 120 tons of coal while
the maximum load for a steel railcar is 106 tons.  By reducing
the number of train trips, the Railroads are able to
significantly reduce their variable costs by making extra crew
shifts and power available for new business.  A portion of these
savings would be passed on to AP&L through reduced freight rates.

          In order to evaluate the economic attractiveness of
replacing the steel railcars with aluminum railcars, AP&L
developed a Base Case and an Aluminum Case.  The Base Case
represents the costs associated with the continued use of the
existing steel railcars until the expiration of their respective
lease terms.  The Aluminum Case represents the costs associated
with the full replacement in 1995 of the steel railcar fleet with
aluminum railcars.  As the aluminum railcars are delivered, the
Aluminum Case assumes that the existing steel railcars are either
parked, subleased or sold.

          If AP&L were to park the entire steel railcar fleet and
continue to make rental payments in connection therewith, the
cost savings associated with the full replacement of steel
railcars with aluminum railcars in 1995 are projected to be, on a
net present value basis, $44.0 million for the initial ten years
of the project (1995-2004), and $95.1 million for the period 1995
through 2035, the year in which the last coal unit is expected to
be retired.  The portion of these savings attributable to AP&L
retail customers is estimated to be $5 million for the initial
ten years of the project and a total of $22.0 million over the
project life.

          These cost savings would be significantly greater if
AP&L were able to offset a portion of the parking charges and
rental costs by subleasing the railcars for the remainder of
their lease terms or terminating the railcar leases and realizing
any benefits from the sale of the railcars by the lessors.  Due
to the current strength of the steel railcar leasing market, AP&L
believes that subleasing of the steel railcars would result in
greater revenues and therefore increased cost savings than would
termination of the leases.  Moreover, termination of the leases
could trigger significant payment obligations to the lessors in
1995 if the proceeds received from the sale of the steel railcars
were less than the termination values provided for in the leases.
If, on the other hand, AP&L were to sublease the steel railcars,
any sublease revenue received by AP&L would directly offset
AP&L's total lease obligations.

          AP&L believes that subleasing of the steel railcars
would provide a stream of income which would significantly offset
the ongoing lease costs.  If AP&L received sufficient sublease
income to offset 50 percent of the steel railcar lease payments,
the net present value of project savings would increase to $61.0
million in the first ten years and $112.1 million for the total
project life, measured in 1995 dollars for all ownership
interests.  If sublease income is sufficient to offset 100
percent of the steel railcar lease payments, the net present
value savings increase to $74.5 million in the first ten years
and $125.6 million for the project life for all ownership
interests.

          Because the existing steel railcars will become
economically obsolete upon acquisition of the new aluminum
railcars, and in view of the significant fuel cost reductions
that would result from subleasing, AP&L is requesting authority
to sublease all of its existing steel railcars for up to the
remainder of their respective lease terms so long as the
following conditions are met:

          A.   Each subleasing transaction shall be reported by a
          quarterly Rule 24 Certificate.

          B.   Any revenue realized from the sublease of the
          railcars shall be credited against AP&L's costs as
          lessee of the railcars.  The benefit from such lower
          cost of leasing the railcars shall accrue to the owners
          of White Bluff and ISES on a pass-through basis.  Such
          revenues shall be reflected accordingly in AP&L's
          ratemaking provisions, except to the extent the
          regulatory authority having jurisdiction over the
          matters authorizes a different treatment.  Such
          revenues will be credited to "Fuel stock"
          (Account No. 151 under FERC's Uniform System of
          Accounts).  In the event AP&L changes its method of
          accounting for subleasing it will provide 30 days
          advance notice of the proposed change to the SEC.

          In order to satisfy the combined annual coal
requirements for White Bluff and ISES, AP&L will need to place in
service 2,289 aluminum railcars.  The size of the aluminum
railcar fleet has been determined based upon the specific
delivery requirements of White Bluff and ISES.

          During peak hauling periods the entire aluminum railcar
fleet will be fully utilized.  However, there may be times when
fewer than 2,289 railcars will be required to service White Bluff
and ISES.  During these periods, subleasing of the aluminum
railcars would provide a stream of income which would offset
AP&L's rental payment obligations under the proposed aluminum
railcar leases.  Any reduction in AP&L's rental obligations would
benefit AP&L and its ratepayers through reduced fuel expenses.

          In view of the foregoing, AP&L is requesting authority
to sublease its aluminum railcars to third parties subject to the
following restrictions:

          A.   No sublease will be longer than the period during
          which the railcars are not needed for the
          transportation of coal to White Bluff and ISES.

          B.   Each subleasing transaction shall be reported by a
          quarterly Rule 24 Certificate.

          C.   Any revenue realized from the sublease of the
          railcars shall be credited against AP&L's costs as
          lessee of the railcars.  The benefit from such lower
          cost of leasing the railcars shall accrue to the owners
          of White Bluff and ISES on a pass-through basis.  Such
          revenues shall be reflected accordingly in AP&L's
          ratemaking provisions, except to the extent the
          regulatory authority having jurisdiction over the
          matters authorizes a different treatment.  Such
          revenues will be credited to "Fuel stock"
          (Account No. 151 under FERC's Uniform System of
          Accounts).  In the event AP&L changes its method of
          accounting for subleasing it will provide 30 days
          advance notice of the proposed change to the SEC.

          The Post-Effective Amendment to the Application-
Declaration and any further amendments thereto are available for
public inspection through the Commission's Office of Public
Reference.  Interested persons wishing to comment or request a
hearing should submit their views in writing by            ,
1995, to the Secretary, Securities and Exchange Commission,
Washington, D.C. 20549, and serve a copy on the applicants and
declarants at the address specified above.  Proof of service (by
affidavit or, in case of an attorney at law, by certificate)
should be filed with the request.  Any request for a hearing
shall identify specifically the issues of fact or law that are
disputed.  A person who so requests will be notified of any
hearing, if ordered, and will receive a copy of any notice or
order issued in this matter.  After said date, the Application-
Declaration as so amended, may be granted and/or permitted to
become effective.

          For the Commission, by the Division of Investment
Management, pursuant to delegated authority.


                                   ____________________
                                        Secretary


WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> OPUR1
<MULTIPLIER> 1,000
       
<S>                                      <C>               <C>
<PERIOD-TYPE>                            12-MOS            12-MOS
<FISCAL-YEAR-END>                        DEC-31-1994      DEC-31-1994
<PERIOD-END>                             DEC-31-1994      DEC-31-1994
<BOOK-VALUE>                             PER-BOOK         PRO-FORMA
<TOTAL-NET-UTILITY-PLANT>                     2,870,345       2,870,345
<OTHER-PROPERTY-AND-INVEST>                     142,979         142,979
<TOTAL-CURRENT-ASSETS>                          518,445         518,445
<TOTAL-DEFERRED-CHARGES>                        760,446         760,446
<OTHER-ASSETS>                                        0               0
<TOTAL-ASSETS>                                4,292,215       4,292,215
<COMMON>                                            470             470
<CAPITAL-SURPLUS-PAID-IN>                       590,844         590,844
<RETAINED-EARNINGS>                             491,799         491,799 
<TOTAL-COMMON-STOCKHOLDERS-EQ>                1,083,113       1,083,113
                            58,527          58,527
                                     176,350         176,350
<LONG-TERM-DEBT-NET>                          1,293,879       1,293,879
<SHORT-TERM-NOTES>                               34,667          34,667
<LONG-TERM-NOTES-PAYABLE>                             0               0
<COMMERCIAL-PAPER-OBLIGATIONS>                        0               0
<LONG-TERM-DEBT-CURRENT-PORT>                    28,175          28,175
                             0               0
<CAPITAL-LEASE-OBLIGATIONS>                     150,688         150,688
<LEASES-CURRENT>                                      0               0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                1,466,816       1,466,816
<TOT-CAPITALIZATION-AND-LIAB>                 4,292,215       4,292,215
<GROSS-OPERATING-REVENUE>                     1,590,742       1,586,434
<INCOME-TAX-EXPENSE>                              9,938           9,938 
<OTHER-OPERATING-EXPENSES>                    1,364,171       1,359,863
<TOTAL-OPERATING-EXPENSES>                    1,374,109       1,369,801
<OPERATING-INCOME-LOSS>                         216,633         216,633 
<OTHER-INCOME-NET>                               32,768          32,768 
<INCOME-BEFORE-INTEREST-EXPEN>                  249,401         249,401 
<TOTAL-INTEREST-EXPENSE>                        107,138         107,138 
<NET-INCOME>                                    142,263         142,263 
                      19,275          19,275 
<EARNINGS-AVAILABLE-FOR-COMM>                   122,988         122,988 
<COMMON-STOCK-DIVIDENDS>                              0               0
<TOTAL-INTEREST-ON-BONDS>                             0               0
<CASH-FLOW-OPERATIONS>                                0               0
<EPS-PRIMARY>                                         0               0
<EPS-DILUTED>                                         0               0


</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> OPUR1
<MULTIPLIER> 1,000
       
<S>                                      <C>               <C>
<PERIOD-TYPE>                            12-MOS            12-MOS
<FISCAL-YEAR-END>                        DEC-31-1994      DEC-31-1994
<PERIOD-END>                             DEC-31-1994      DEC-31-1994
<BOOK-VALUE>                             PER-BOOK         PRO-FORMA
<TOTAL-NET-UTILITY-PLANT>                    15,917,018      15,917,018
<OTHER-PROPERTY-AND-INVEST>                     448,140         448,140
<TOTAL-CURRENT-ASSETS>                        2,212,432       2,212,432
<TOTAL-DEFERRED-CHARGES>                      4,035,901       4,035,901
<OTHER-ASSETS>                                        0               0
<TOTAL-ASSETS>                               22,613,491      22,613,491
<COMMON>                                          2,300           2,300
<CAPITAL-SURPLUS-PAID-IN>                     4,202,134       4,202,134
<RETAINED-EARNINGS>                           2,223,739       2,223,739 
<TOTAL-COMMON-STOCKHOLDERS-EQ>                6,350,795       6,350,795
                           299,946         299,946
                                     550,955         550,955
<LONG-TERM-DEBT-NET>                          7,093,473       7,093,473
<SHORT-TERM-NOTES>                              171,867         171,867
<LONG-TERM-NOTES-PAYABLE>                             0               0
<COMMERCIAL-PAPER-OBLIGATIONS>                        0               0
<LONG-TERM-DEBT-CURRENT-PORT>                   151,904         151,904
                             0               0
<CAPITAL-LEASE-OBLIGATIONS>                     425,851         425,851
<LEASES-CURRENT>                                      0               0
<OTHER-ITEMS-CAPITAL-AND-LIAB>                7,568,088       7,568,088
<TOT-CAPITALIZATION-AND-LIAB>                22,613,491      22,613,491
<GROSS-OPERATING-REVENUE>                     5,963,290       5,958,982
<INCOME-TAX-EXPENSE>                            131,965         131,965 
<OTHER-OPERATING-EXPENSES>                    4,762,584       4,758,276
<TOTAL-OPERATING-EXPENSES>                    4,894,549       4,890,241
<OPERATING-INCOME-LOSS>                       1,068,741       1,068,741 
<OTHER-INCOME-NET>                               32,775          32,775 
<INCOME-BEFORE-INTEREST-EXPEN>                1,101,516       1,101,516 
<TOTAL-INTEREST-EXPENSE>                        759,675         759,675 
<NET-INCOME>                                    341,841         341,841 
                           0               0 
<EARNINGS-AVAILABLE-FOR-COMM>                   341,841         341,841 
<COMMON-STOCK-DIVIDENDS>                        411,806         411,806
<TOTAL-INTEREST-ON-BONDS>                             0               0
<CASH-FLOW-OPERATIONS>                                0               0
<EPS-PRIMARY>                                         0               0
<EPS-DILUTED>                                         0               0


</TABLE>

                                  
                                  
                                  
                                  
                                  
                        FINANCIAL STATEMENTS
                                  
                                  
                                  
                                  
                                  
              _________________________________________
                                  
                 SECURITIES AND EXCHANGE COMMISSION
                                  
                                  
                          WASHINGTON, D.C.
                                  
                                  
                                  
                                  
                                  
                                  
                              FORM U-1
                                  
                                  
                                  
                   ARKANSAS POWER & LIGHT COMPANY
                                  
                                  
                                  
                                  
                                  
                                  
             ___________________________________________
                                  
                       AS OF DECEMBER 31, 1994
                                  
                             (Unaudited)
                                  
                                  
                                  
                                  
                                  
            _____________________________________________
                                  
                                  
                          Pages 1 through 5
                                  

<PAGE>
                   ARKANSAS POWER & LIGHT COMPANY
                           JOURNAL ENTRIES
                           (in Thousands)



Entry to give effect to the sub leasing of 50% of the rail car
fleet resulting in a reduction to fuel revenues.

                             Entry No. 1

Revenue................................    $4,308,000

     Operation & maintenance....................       $4,308,000

To record the sub lease of 50% of the current rail car fleet.















NOTE: The above transaction is for the sub leasing of the current
steel rail car fleet and does not reflect the leasing of
replacement rail cars.


<PAGE>
<TABLE>
<CAPTION>
                        ARKANSAS POWER & LIGHT COMPANY
                            PRO FORMA BALANCE SHEET
                              December 31, 1994
                                (Unaudited)
                                                                    Adjustments to Reflect
                                                                    Transactions Proposed
                                                                Before      In Present      After
                          ASSETS                              Transaction     Filing     Transaction
                                                                          (In thousands)
<S>                                                            <C>                <C>     <C>              
Utility Plant:                                                                              
  Electric                                                     $4,293,097                 $4,293,097
  Property under capital leases                                    56,135                     56,135
  Construction work in progress                                   136,701                    136,701
  Nuclear fuel under capital lease                                 94,628                     94,628
                                                               ----------         --      ----------
           Total                                                4,580,561          0       4,580,561
                                                                                                    
  Less - accumulated depreciation and amortization              1,710,216                  1,710,216
                                                               ----------         --      ----------           
           Utility plant - net                                  2,870,345          0       2,870,345
                                                               ----------         --      ----------
                                                                     
Other Property and Investments:                                                                      
  Investment in subsidiary companies - at equity                   11,215                     11,215
  Decommissioning trust fund                                      127,136                    127,136
  Other - at cost (less accumulated depreciation)                   4,628                      4,628
                                                               ----------         --      ----------           
           Total                                                  142,979          0         142,979
                                                               ----------         --      ----------
                                                                     
Current Assets:                                                                                     
  Cash and cash equivalents:                                                                        
    Cash                                                            3,737                      3,737
    Temporary cash investments - at cost,                                              
      which approximates market:                                                       
        Associated companies                                        4,713                       4,713
        Other                                                      72,306                     72,306
                                                               ----------         --      ----------           
           Total cash and cash equivalents                         80,756          0          80,756
  Accounts receivable:                                                                                
    Customer (less allowance for doubtful accounts                                                   
     of $2.0 million in 1994 and $2.1 million in 1993)             53,781                      53,781
    Associated companies                                           28,506                      28,506
    Other                                                          11,181                     11,181
    Accrued unbilled revenues                                      83,863                     83,863
  Fuel inventory - at average cost                                 34,561                     34,561
  Materials and supplies - at average cost                         79,886                     79,886
  Rate deferrals                                                  113,630                    113,630
  Deferred excess capacity                                          8,414                      8,414
  Prepayments and other                                            23,867                     23,867
                                                               ----------         --      ----------           
           Total                                                  518,445          0         518,445
                                                               ----------         --      ----------
                                                                     
Deferred Debits and Other Assets:                                                                   
  Regulatory Assets:                                                                                
    Rate deferrals                                                360,496                     360,496
    Deferred excess capacity                                       20,060                      20,060
    SFAS 109 regulatory asset - net                               227,068                    227,068
    Unamortized loss on reacquired debt                            57,344                     57,344
    Other regulatory assets                                        68,813                     68,813
  Other                                                            26,665                     26,665
                                                               ----------         --      ----------           
           Total                                                  760,446          0         760,446
                                                               ----------         --      ----------
                                                                     
           TOTAL                                               $4,292,215         $0      $4,292,215
                                                               ==========         ==      ==========
                                                                      
See Notes to Financial Statements.                                                                  
</TABLE>                                                     
<PAGE>
<TABLE>
<CAPTION>
                        ARKANSAS POWER & LIGHT COMPANY
                           PRO FORMA BALANCE SHEET
                              December 31, 1994
                                 (Unaudited)
                                                            Adjustments to Reflect
                                                            Transactions Proposed
                                                     Before       In Present      After
        CAPITALIZATION AND LIABILITIES            Transactions      Filing    Transactions
                                                                (In thousands)
<S>                                                <C>                  <C>   <C>
Capitalization:                                                                         
  Common stock, $0.01 par value, authorized                                             
    325,000,000 shares; issued and outstanding                                          
    46,980,196 shares in 1994 and 1993                   $470                       $470
  Paid-in capital                                     590,844                    590,844
  Retained earnings                                   491,799                    491,799
                                                   ----------           --    ----------           
           Total common shareholder's equity        1,083,113            0     1,083,113
  Preferred stock:                                                                      
    Without sinking fund                              176,350                    176,350
    With sinking fund                                  58,527                     58,527
  Long-term debt                                    1,293,879                  1,293,879
                                                   ----------           --    ----------           
           Total                                    2,611,869            0     2,611,869
                                                   ----------           --    ----------   
Other Noncurrent Liabilities:                                                           
  Obligations under capital leases                     94,534                     94,534
  Other                                                68,235                     68,235
                                                   ----------           --    ----------           
           Total                                      162,769            0       162,769
                                                   ----------           --    ----------  
Current Liabilities:                                                                    
  Currently maturing long-term debt                    28,175                     28,175
  Notes payable:                                                                        
    Associated companies                                    -                          -
    Other                                              34,667                     34,667
  Accounts payable:                                                                     
    Associated companies                               17,345                     17,345
    Other                                              89,329                     89,329
  Customer deposits                                    17,113                     17,113
  Taxes accrued                                        45,239                     45,239
  Accumulated deferred income taxes                    25,043                     25,043
  Interest accrued                                     31,064                     31,064
  Dividends declared                                    4,727                      4,727
  Co-owner advances                                    20,639                     20,639
  Deferred fuel cost                                   20,254                     20,254
  Nuclear refueling reserve                            37,954                     37,954
  Obligations under capital leases                     56,154                     56,154
  Other                                                45,632                     45,632
                                                   ----------           --    ----------           
           Total                                      473,335            0       473,335
                                                   ----------           --    ----------  
Deferred Credits:                                                                       
  Accumulated deferred income taxes                   859,558                    859,558
  Accumulated deferred investment tax credits         118,548                    118,548
  Other                                                66,136                     66,136
                                                   ----------           --    ----------           
           Total                                    1,044,242            0     1,044,242
                                                   ----------           --    ----------  
Commitments and Contingencies                                                           
                                                                                        
           TOTAL                                   $4,292,215           $0    $4,292,215
                                                   ==========           ==    ==========                                           
See Notes to Financial Statements.                                                     
</TABLE>                                                       
<PAGE>
<TABLE>
<CAPTION>
                                                               
                        ARKANSAS POWER & LIGHT COMPANY
                        PRO FORMA STATEMENT OF INCOME
                         For the Twelve Months Ended
                              December 31, 1994
                                 (Unaudited)
                                                               
                                                          Adjustments to Reflect
                                                          Transactions Proposed
                                                    Before       In Present      After
                                                 Transactions      Filing    Transactions
                                                              (In thousands)
<S>                                               <C>             <C>         <C>                                      
Operating Revenues                                $1,590,742      ($4,308)    $1,586,434
                                                  ----------      -------     ----------  
Operating Expenses:                                                                     
  Operation and maintenance:                                                            
   Fuel and fuel-related expenses                    261,932                     261,932
   Purchased power                                   328,379                     328,379
   Nuclear refueling outage expenses                  33,107                      33,107
   Other operation and maintenance                   390,472       (4,308)       386,164
  Depreciation and decommissioning                   149,878                     149,878
  Taxes other than income taxes                       33,610                      33,610
  Income taxes                                         9,938                       9,938
  Amortization of rate deferrals                     166,793                     166,793
                                                  ----------      -------     ----------        
        Total                                      1,374,109       (4,308)     1,369,801
                                                  ----------      -------     ----------  
Operating Income                                     216,633            0        216,633
                                                  ----------      -------     ----------  
Other Income (Deductions):                                                              
  Allowance for equity funds used                                                       
   during construction                                 4,001                       4,001
  Miscellaneous - net                                 48,049                      48,049
  Income taxes                                       (19,282)                    (19,282)
                                                  ----------      -------     ----------        
        Total                                         32,768            0         32,768
                                                  ----------      -------     ----------                                            
Interest Charges:                                                                      
  Interest on long-term debt                         106,001                     106,001
  Other interest - net                                 4,811                       4,811
  Allowance for borrowed funds used                                                    
   during construction                                (3,674)                     (3,674)
                                                  ----------      -------     ----------        
        Total                                        107,138            0        107,138
                                                  ----------      -------     ----------  
Net Income                                           142,263            0        142,263
                                                  ----------      -------     ----------  
Preferred Stock Dividend Requirements                                                  
 and Other                                            19,275            0         19,275
                                                  ----------      -------     ---------- 
  
Earnings Applicable to Common Stock                 $122,988           $0       $122,988
                                                  ==========      =======     ========== 
  
See Notes to Financial Statements.                                                      
</TABLE>                                                               
<PAGE>
<TABLE>
<CAPTION>
                                                               
                        ARKANSAS POWER & LIGHT COMPANY
                   PRO FORMA STATEMENT OF RETAINED EARNINGS
                         For the Twelve Months Ended
                              December 31, 1994
                                 (Unaudited)
                                                               
                                                          Adjustments to Reflect
                                                          Transactions Proposed
                                                   Before       In Present      After
                                                Transactions      Filing    Transactions
                                                             (In thousands)
<S>                                               <C>                 <C>     <C>                                    
Retained Earnings, January 1                      $448,811                    $448,811
  Add:                                                                                
    Net income                                     142,263                     142,263
                                                  --------            --      --------
        Total                                      591,074             0       591,074
                                                  --------            --      --------  
  Deduct:                                                                             
    Dividends declared:                                                               
      Preferred stock                               19,275                      19,275
      Common stock                                  80,000                      80,000
                                                  --------            --      --------        
        Total                                       99,275             0        99,275
                                                  --------            --      --------
Retained Earnings, December 31                    $491,799            $0      $491,799
                                                  ========            ==      ========                                        
                                                                                       
See Notes to Financial Statements.                                                    
                                                                                      
</TABLE>                   


                                
                                
                                
                                
                                
                                
                      FINANCIAL STATEMENTS
                                
                                
                                
                                
                                
            _________________________________________
                                
               SECURITIES AND EXCHANGE COMMISSION
                                
                                
                        WASHINGTON, D.C.
                                
                                
                                
                                
                                
                                
                            FORM U-1
                                
                                
                                
                       ENTERGY CORPORATION
                  AND SUBSIDIARIES CONSOLIDATED
                                
                                
                                
                                
                                
           ___________________________________________
                                
                     AS OF DECEMBER 31, 1994
                                
                           (Unaudited)
                                
                                
                                
                                
                                
          _____________________________________________
                                
                                
                        Pages 1 through 4
                                
<PAGE>                                
<TABLE>
<CAPTION>

                        ENTERGY CORPORATION AND SUBSIDIARIES
                       PRO FORMA CONSOLIDATED BALANCE SHEETS
                                  December 31, 1994
                                    (Unaudited)
                                                                 Adjustments to Reflect
                                                                 Transactions Proposed
                                                           Before      In Present     After
                        ASSETS                          Transaction      Filing    Transaction
                                                                      (In thousands)
<S>                                                      <C>                   <C>   <C>       
Utility Plant:                                                                                  
  Electric                                               $21,184,013                 $21,184,013
  Plant acquisition adjustment - GSU                         487,955                     487,955
  Electric plant under leases                                668,846                     668,846
  Property under capital leases - electric                   161,950                     161,950
  Natural gas                                                164,013                     164,013
  Steam products                                              77,307                      77,307
  Construction work in progress                              476,816                     476,816
  Nuclear fuel under capital leases                          265,520                     265,520
  Nuclear fuel                                                70,147                      70,147
                                                         -----------           --    -----------           
           Total                                          23,556,567            0     23,556,567
  Less - accumulated depreciation and amortization         7,639,549                   7,639,549
                                                         -----------           --    -----------           
           Utility plant - net                            15,917,018            0     15,917,018
                                                         -----------           --    -----------
                          
Other Property and Investments:                                                                 
  Decommissioning trust funds                                207,395                     207,395
  Other                                                      240,745                     240,745
                                                         -----------           --    -----------           
           Total                                             448,140            0        448,140
                                                         -----------           --    ----------- 
                                                             
Current Assets:                                                                                 
  Cash and cash equivalents:                                                                    
    Cash                                                      87,700                      87,700
    Temporary cash investments - at cost,                                                       
      which approximates market                              526,207                     526,207
                                                         -----------           --    -----------           
           Total cash and cash equivalents                   613,907            0        613,907
  Special deposits                                             8,074                       8,074
  Notes receivable                                            19,190                      19,190
  Accounts receivable:                                                                         0
    Customer (less allowance for doubtful accounts of                                           
       $6.7 million in 1994 and $8.8 million in 1993)        325,410                     325,410
    Other                                                     66,651                      66,651
    Accrued unbilled revenues                                240,610                     240,610
  Fuel inventory                                              93,211                      93,211
  Materials and supplies - at average cost                   365,956                     365,956
  Rate deferrals                                             380,612                     380,612
  Prepayments and other                                       98,811                      98,811
                                                         -----------           --    -----------           
           Total                                           2,212,432            0      2,212,432
                                                         -----------           --    ----------- 
                                                             
Deferred Debits and Other Assets:                                                               
  Regulatory Assets:                                                                            
    Rate deferrals                                         1,451,926                   1,451,926
    SFAS 109 regulatory asset - net                        1,417,646                   1,417,646
    Unamortized loss on reacquired debt                      232,420                     232,420
    Other regulatory assets                                  316,878                     316,878
  Long-term receivables                                      277,830                     277,830
  Other                                                      339,201                     339,201
                                                         -----------           --    -----------           
           Total                                           4,035,901            0      4,035,901
                                                         -----------           --    -----------
    
           TOTAL                                         $22,613,491           $0    $22,613,491
                                                         ===========           ==    ===========
    
See Notes to Consolidated Financial Statements.                                          
</TABLE>                                                                  
<PAGE>
<TABLE>
<CAPTION>
                                                                  
                        ENTERGY CORPORATION AND SUBSIDIARIES
                        PRO FORMA CONSOLIDATED BALANCE SHEETS
                                 December 31, 1994
                                     (Unaudited)
                                                                       Adjustments to Reflect
                                                                       Transactions Proposed
                                                                 Before       In Present       After
             CAPITALIZATION AND LIABILITIES                   Transactions      Filing     Transactions
                                                                           (In thousands)
<S>                                                           <C>                    <C>    <C>
Capitalization:                                                                                       
  Common stock, $0.01 par value, authorized 500,000,000                                               
    shares; issued 230,017,485 shares in 1994 and                                                     
    231,219,737 shares in 1993                                    $2,300                        $2,300
  Paid-in capital                                              4,202,134                     4,202,134
  Retained earnings                                            2,223,739                     2,223,739
  Less - treasury stock (2,608,908 shares in 1994)                77,378                        77,378
                                                             -----------             --    -----------           
           Total common shareholders' equity                   6,350,795              0      6,350,795
                                                                                                      
  Subsidiaries' preference stock                                 150,000                       150,000
  Subsidiaries' preferred stock:                                                                      
   Without sinking fund                                          550,955                       550,955
   With sinking fund                                             299,946                       299,946
  Long-term debt                                               7,093,473                     7,093,473
                                                             -----------             --    -----------           
           Total                                              14,445,169              0     14,445,169
                                                             -----------             --    -----------
                                                                         
Other Noncurrent Liabilities:                                                                         
  Obligations under capital leases                               273,947                       273,947
  Other                                                          310,977                       310,977
                                                             -----------             --    -----------           
           Total                                                 584,924              0        584,924
                                                             -----------             --    -----------
                                                                         
Current Liabilities:                                                                                  
  Currently maturing long-term debt                              349,085                       349,085
  Notes payable                                                  171,867                       171,867
  Accounts payable                                               471,120                       471,120
  Customer deposits                                              134,478                       134,478
  Taxes accrued                                                   92,578                        92,578
  Accumulated deferred income taxes                               40,313                        40,313
  Interest accrued                                               195,639                       195,639
  Dividends declared                                              13,599                        13,599
  Deferred revenue - gas supplier judgment proceeds                    -                             -
  Deferred fuel cost                                              27,066                        27,066
  Obligations under capital leases                               151,904                       151,904
  Reserve for rate fefund                                         56,972                        56,972
  Other                                                          327,330                       327,330
                                                             -----------             --    -----------

           Total                                               2,031,951              0      2,031,951
                                                             -----------             --    -----------
                                                                                                      
Deferred Credits:                                                                                     
  Accumulated deferred income taxes                            3,915,138                     3,915,138
  Accumulated deferred investment tax credits                    649,898                       649,898
  Other                                                          986,411                       986,411
                                                             -----------             --    -----------
           
           Total                                               5,551,447              0      5,551,447
                                                             -----------             --    -----------
                                         
Commitments and Contingencies                                                                         
                                                                                                      
           TOTAL                                             $22,613,491             $0    $22,613,491
                                                             ===========             ==    ===========
                                                                                                    
See Notes to Consolidated Financial Statements.                                                        
</TABLE>                          
<PAGE>
<TABLE>
<CAPTION>
                                                                  
                                                                  
                        ENTERGY CORPORATION AND SUBSIDIARIES
                     PRO FORMA STATEMENT OF CONSOLIDATED INCOME
                   For the Twelve Months Ended December 31, 1994
                                    (Unaudited)
                                                              Adjustments to Reflect
                                                              Transactions Proposed
                                                        Before      In Present      After
                                                     Transactions     Filing     Transactions
                                                                 (In thousands)
<S>                                                   <C>            <C>          <C>
Operating Revenues:                                                                         
  Electric                                            $5,797,769     $(4,308)     $5,793,461
  Natural gas                                            118,962                     118,962
  Steam products                                          46,559                      46,559
                                                      ----------     -------      ----------

        Total                                          5,963,290      (4,308)      5,958,982
                                                      ----------     -------      ----------
                                                                                            
Operating Expenses:                                                                         
  Operation and maintenance:                                                                
     Fuel, fuel-related expenses, and                                                       
       gas purchased for resale                        1,446,397                   1,446,397
     Purchased power                                     350,903                     350,903
     Nuclear refueling outage expenses                    63,979                      63,979
     Other operation and maintenance                   1,568,810      (4,308)      1,564,502
  Depreciation and decommissioning                       656,896                     656,896
  Taxes other than income taxes                          284,234                     284,234
  Income taxes                                           131,965                     131,965
  Rate deferrals:                                                                           
    Rate deferrals                                             -                           -
    Amortization of rate deferrals                       391,365                     391,365
                                                      ----------     -------      ----------
        
        Total                                          4,894,549      (4,308)      4,890,241
                                                      ----------     -------      ----------

                                                                                            
Operating Income                                       1,068,741           0       1,068,741
                                                      ----------     -------      ----------
                                                                                            
Other Income (Deductions):                                                                  
  Allowance for equity funds used                                                           
   during construction                                    11,903                      11,903
  Miscellaneous - net                                     20,631                      20,631
  Income taxes                                               241                         241
                                                      ----------     -------      ----------
        
        Total                                             32,775           0          32,775
                                                      ----------     -------      ----------
                                                                                            
Interest Charges:                                                                           
  Interest on long-term debt                             665,541                     665,541
  Other interest - net                                    22,354                      22,354
  Allowance for borrowed funds used                                                         
   during construction                                    (9,938)                     (9,938)
  Preferred dividend requirements of                                                        
   subsidiaries and other                                 81,718                      81,718
                                                      ----------     -------      ----------
        
        Total                                            759,675           0         759,675
                                                      ----------     -------      ----------
                                                                                            
Net Income                                              $341,841          $0        $341,841
                                                      ==========     =======      ==========
                                                                                          
                                                                                            
See Notes to Consolidated Financial Statements.                                             
</TABLE>                      
<PAGE>
<TABLE>
<CAPTION>
                                                                                    
                                                                  
                                                                  
                        ENTERGY CORPORATION AND SUBSIDIARIES
     PRO FORMA STATEMENTS OF CONSOLIDATED RETAINED EARNINGS AND PAID-IN CAPITAL
                   For the Twelve Months Ended December 31, 1994
                                    (Unaudited)
                                                                  
                                                                  Adjustments to Reflect
                                                                   Transactions Proposed
                                                         Before       In Present       After
                                                      Transactions      Filing     Transactions
                                                                        (In thousands)
<S>                                                      <C>                   <C>    <C>
                                                                          
Retained Earnings, January 1                             $2,310,082                   $2,310,082
  Add:                                                                                          
    Net income                                              341,841                      341,841
                                                         ----------                   ----------
       
        Total                                             2,651,923             0      2,651,923
                                                         ----------                   ----------
 
  Deduct:                                                                                       
    Dividends declared on common stock                      411,806                      411,806
    Common stock retirements                                 13,940                       13,940
    Capital stock and other expenses                          2,438                        2,438
                                                         ----------                   ----------
       
        Total                                               428,184             0        428,184
                                                         ----------                   ----------

Retained Earnings, December 31                           $2,223,739                   $2,223,739
                                                         ==========                   ==========
                                                                                                 
                                                                                                
                                                                                                
Paid-in Capital, January 1                               $4,223,682                   $4,223,682
  Add:                                                                                          
    Loss on reacquisition of                                                                    
      subsidiaries' preferred stock                             (23)                         (23)
    Issuance of 56,695,724 shares of common                                                     
      stock in the merger with GSU                                -                            -
    Issuance of 174,552,011 shares of common                                                    
      stock at $.01 par value net of the                                                        
      retirement of 174,552,011 shares of                                                       
      common stock at $5.00 par value                             -                            -
                                                         ----------                   ----------
    
     Total                                                4,223,659                    4,223,659
                                                         ----------                   ----------
  
  Deduct:                                                                                       
    Common stock retirements                                 22,468                       22,468
    Capital stock discounts and other expenses                 (943)                        (943)
                                                         ----------                   ---------- 
      
       Total                                                 21,525                       21,525
                                                         ----------                   ----------

Paid-in Capital, December 31                             $4,202,134                   $4,202,134
                                                         ==========                   ==========
                                                                        
                                                                        
See Notes to Consolidated Financial Statements                                                 
</TABLE>                                   
                                                          
                                      
                                



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